A Fragile Web
by vendetta543
Summary: Peter already had enough to deal with after that damn bite, but being a father on top of it? He was too young, to messed up in the head to take care of anyone, especially a kid. She'd never have an easy life, a happy life, as long as she was with him. But damn if he wouldn't try.
1. Spider-Dad Noir

**So I felt bored and decided to do that single dad Noir idea based heavily on Bioshock Infinite. Wrote it up in a couple of hours so it's not my best work, but here it is anyway for those who want to read.**

**Someone before posted an idea of Peni being a steampunk tech character born to Noir and Yuri Watanabe so I based this on that, mostly in the case of the backstory. **

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_"Why do you tremble, little man? My bite brings death only to those of evil intent. I will bestow upon you a greater torment...the curse of __power__."_

Peter sat up on his seat with a flurry of coughs and bit back the bile that rose to his throat. That dream again - the same damn dream he'd been having for the past couple of months since that night at the docks. He leaned back on the old leather recliner and closed his eyes. Always woke up with a headache after seeing that damn thing's ugly mug.

He took slow, deep breaths before eventually opening them again to the sight of his dingy office. The place was small, barely large enough to fit the desk and meager furnishings he could afford. No bed, barely any light (and the night sky outside didn't help) and a desk filled with messy papers and bottles of whiskey and an ashtray with so many cigarettes it looked like a jumped up porcupine.

Wasn't a place for anyone to live, but he'd seen and lived through worse. And it was cheap.

Shaking his head, he grabbed one of the half-emptied whiskey bottles and drunk it all in one desperate gulp. Prohibition barely ended a year ago and even now people drank like it was the end of days. Or maybe it was just the holidays. His eyes blearily turned to the small calendar at his desk. 5 days till Christmas. Just the right time for people to start excusing the things they did. Well, even more than usual.

He slammed the bottle down and closed his eyes again. Booze was the only thing that culd stop the dreams, at least for a while. He checked the time on the wall mounted clock and frowned. Half an hour past 7 PM and no clients all day. Rent was coming up and as sympathetic as Mrs. Millburn was she ran a business. One more late payment and they'd be out on the streets, no exceptions.

He was about to get up and check in on the other room when there was a knock on the door. Whoever was on the other side didn't even bother to wait for a response before she strolled in like she owned the place.

"Sure, come on in..." he muttered. She was an older woman, and well-to-do one by the looks of her. A pristine white coat, a beige scarf and well maintained boots. He couldn't see her face in the dark.

"The sign said you were open." She stopped close to the the side window and faced outside, masking her features in shadow. Peter shook his head and ignored the pounding in his skull. The light streaming in from the ajar door didn't help any, "Besides, you don't look the sort to turn down any work." She gestured idly to the filled desk and shabby floorboards.

"Guess not." He coughed one last time and stood, "What do you need, then?"

"How about we start with a light?"

He walked towards her and she turned to him with practiced ease when he flicked his lighter. Peter pursed his lips and made sure to mask his expression when she grabbed the hand holding onto it and guided it towards the tip of the cigarette, finally illuminating her face for him to see. Her hair was an odd color. Silver blonde and done up in fancy curls. Definitely not someone who lived around here. Too pretty to be anyone but a visitor.

"You got a name, miss?"

"Felicia." She blew a small plume of smoke through crimson painted lips and regarded him with an easy smile, "I've heard good things about you."

"Really?" he asked back dryly.

"Yes. Apparently you have a knack for finding things no one else could." The pounding came back. His sixth sense was a mixed blessing at the best of days. Helped him weed out the liars from the honest joes but it didn't help his sleep much, "I've exhausted every other detective in this and I'm desperate."

"From my experience most of the people who come through that door are." He took a cigarette of his own and quickly lit it, "Why don't you take a seat? Tell me what you need me to do."

He closed the door leading out before taking a seat across from her. She didn't look at him at first, her eyes focusing on the surface of his messy desk and her lips curled into a barely noticeable frown. She wasn't the first one to be disappointed. His work spoke for itself but at least some people thought he just got lucky. After all, who'd trust a teenager who was drinking cheap hooch so he could sleep?

"Who do you want me to find?" With the dames it was almost always a cheating husband. Or someone who ran off with all the money or their kids. Didn't matter. Always a sad story in this line of work.

She pulled a photo out of her pocket and handed it to him. An older man, probably in his 30's or 40's, wearing a shabby coat and hat, "His name's Phil Urich," she said, "He's an old friend of mine. He was supposed to visit me a month ago. I went to his apartment and there wasn't any trace of him."

"Anything out of the ordinary?"

"Nothing. Clothes were still there, door was locked, place looks as good as it normally did." She took a long drag of the cigarette, "At first I thought he was just following up on a scoop. He does that sometimes."

"A reporter?"

"Mhm. He works at the Bugle." His hands clenched tightly. He knew the Bugle all too well, "Sometimes he takes a couple of days to go investigate, but nothing like this. A week in was when I got worried."

"Did you go the cops?"

"Yes, and they were about as helpful as you'd expect." She scoffed, finally letting the placid mask slip for just a second, "No sign of foul play so they think he just went on vacation without telling anyone. Doesn't help that he's a reporter. Police aren't exactly fond of snoops." He could sympathize there. His own relationship with the padfoots wasn't exactly the warm and caring type.

"Every detective I've hired has turned up with nothing." There was that buzzing again. She wasn't telling him the whole story, "Truth be told you're my last resort. If the 'Miracle detective of Queens' can't find him then that's it, whoever took him is gone."

"You suspect foul play. Why? Did this Urich guy have any enemies?"

For the first time since their conversation she hesitated, "He's a reporter. They tend to make lots of enemies." His sixth sense buzzed lightly. Technically the truth, but she was holding something back. She knew, but she wasn't going to tell him, "I heard you're not afraid of ruffling a few feathers."

"You could say that." Being an open socialist tended to rub certain people the wrong way. That and his other little secret, "I can take care of myself, so that's not going to be an issue. First things first. It's been a month, so you know-"

"That he might not even be alive? I'm well aware." Another drag, "I know finding him alive's about as likely as a woman governor, but I'm hoping you're as good as they say you are. If he's really gone then I'll pay for the names of the bastards who took him." There was something in her eyes. Anger and resolve but also a hint of resignation. She knew this wasn't going to end well no matter what.

"If you say so..." He took one last drag of his cigarette then stabbed it into the ashtray, "Let's discuss payment." As much as he hated to admit it the life of a private investigator didn't pay much, least for him. Most of his clients could barely string two coppers together and, as Mrs. Millgram said, he had a habit of taking on charity cases. Something she put down to his socialist roots.

"I'll give you 30 dollars every day plus expenses. You get a bonus when you find him."

Peter raised a brow, "That's pretty generous of you."

"In my experience money's the best motivator. And..." Her eyes flicked to the only other door in the office and he barely kept himself from growling out a warning at her, "Nevermind. Do you agree?"

"More than." She stubbed out her own cigarette and handed him the bills along with the addresses for Urich's apartment and the Bugle. They felt heavy in his hand, "Is there someplace I can meet you if I find anything?"

"I own nightclub not too far from here. The Black Cat."

"Yeah, I've heard of it." Never actually went, though. He could barely afford the roof over their heads and the booze that let him sleep. Last thing he needed was to throw more long green out, "Fine. I'll meet you there." Never seen a female nightclub owner before. Least it explained the scratch she was throwing around.

She nodded and walked out without another word. Peter looked down at the bills in his hand and let out a soft breath. This'd keep a roof over their head for at least a few months. Maybe even make this rat's nest look halfway livable.

He walked to the tightly closed door and opened it quietly. The room on the other end was even more sparse than his own. Nothing but a crib, a basket full of supplies and old, hand-me-down cloth on the ground that belonged to his own dad. Peter took a deep breath and walked to the crib, each step heavier than the last.

"Hey Peni... "

The baby girl looked up at him with wide, brown eyes and reached out a hand towards him. Peter smiled faintly and reached out his right pointer finger towards her, which she grabbed in a loose grip. She didn't laugh or cry when he picked her up. She was always a quiet kid. Didn't make much noise unless she was hungry or needed changing. A quiet kid, a small kid...

_His_ kid.

She was a mistake; at least that's what most everyone who knew her thought. A half-breed bastard, an accident born from one night of passion. Yuri wasn't the mothering type. Wasn't much for anything outside of her job at the Bugle, and even that was shaky. Jameson was the only one who didn't laugh out a foreign dame who wanted to be a reporter. Now he wondered if he should've. Least then she'd still be here.

_"Get out here, kid, or your gonna be picking up pieces o' your dame off the floor!"_

_"Don't! Just run, Peter! Just-"_

_*Bang*_

His hold on the infant tightened and he hugged her close. Those damn docks. Same place he got bitten, same place Yuri got careless and Osborn's enforcers caught her. He replayed that scene in his head night after night. If only he'd been faster, braver, maybe she'd still be here.

He didn't know why Yuri kept her. Like he said she wasn't the mothering type and he halfway expected her to tell him she was getting an abortion as soon as she spilled the news. She'd said it casually one day and smiled at the fish mouthed gape she gave her. She wasn't that much older than him at the time - 21 to his 18 - but she always looked like she was in control. Like nothing could phase her.

Maybe that was why he was drawn to her. The first time he'd met her it was when she saved him and May from Osborn's enforcers. Ox hit him the gut and Fancy Dan had his aunt wrapped up like a stuck pig. She flashed her camera and said it'd go on the papers tomorrow if they didn't let them go. Ox growled about a woman threatening him but she just smiled till they slunk off.

That was the start of it. At first he told himself he just wanted to pay her back, but now here he was over a year later. A freak with nightmares and an infant he could barely afford to keep. He didn't tell May and Mary Jane. How could he? Having an affair with an older dame and watching her brains get blown out in front of him before being saddled with their bastard. He didn't know if they'd pity or hate him.

"Come on, let's see if Mrs. Millburn's still got some patience left." He swaddled her in what clothes he could manage then grabbed his coat and mask. Couldn't exactly take her with him and leaving her alone here wasn't an option. Mrs. Millburn babysat sometimes, mostly when she had enough to pity him that day. Hopefully the prospect of future payments would help out here.

He knocked on the door next to his with his spare hand, "Yes?" She asked as soon as the door opened, a sour expression on her face. Mrs. Millburn wasn't young by any means. Her children were long gone and ownership of the apartment went to her after her husband died a couple of years ago. The only reason besides pity she put up with him was because Peni reminded her of her younger years.

"Got a job. Could you..."

She crossed her arms over her chest, "Another charity case?"

"Not this time." He set Peni against his shoulder and flashed her twenty dollars. Her eyes widened in surprise; it was more money than she'd seen from him in months, "Got a rich client today, wants me to track an old friend of hers." He put it on the nearby table.

"Finally putting your skills to good use." She harrumphed and took the baby from his hands. Much as he hated to admit it she made it look easier than he ever did in the months he'd cared for her, "You know you still have-"

"Don't worry. She said she's giving me a 30 dollars a day plus a bonus if I find who she's looking for." Or whatever was left of him, "...Listen, I really appreciate this-"

"Save your thanks. Just remember what's more important. Charity cases might make you feel like a saint but it doesn't put food in her mouth." Peter's mouth twitched slightly. It wasn't the first time she'd given him that lecture and it wouldn't be the last. He couldn't disagree with her, not really. Even May and Ben had a hard time keeping the three of them afloat sometimes when they helped out their neighbors. No one ever said being a socialist was easy.

"Well...thanks anyway." He kissed Peni's forehead then made his way to the roof. The cold, winter air hit him as soon as he opened the door and he sunk lower into his coat. The coat was old and crudely stitched together. It was one of the few things he managed to take from his home before he ran away with Peni. That and the mask and the revolver strapped to his hip.

Peter walked to the edge of the roof and took a deep breath. New York at night - his usual playground. He put on the mask and jumped. Time for the Spider-Man to come out.

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**I'm considering making this a mini-fic with alternate viewpoints. Odd numbered chapters focus on Noir in 1934 dealing with a film noir plot and trying to raise a daughter by himself. Even numbered chapters focus on a 10-11 year old tech prodigy Peni in 1945 dealing with the Japanese internment camps. The tone between the two segments would be massively different considering Noir is a straight up superpowered brawler and gunslinger while Peni's a fragile child who relies on gadgets and wits to overcome enemies and obstacles.**

**I'll also do my best to connect both the past and future plots together so neither looks like two disjointed stories. Noir's actions in 1934 should have consequences and villains that Peni might have to deal with by 1945, especially if she's going as a solo kid tech hero rather than being Noir's sidekick.**

**Anyway, this segment's more focused on Noir dealing with being Spider-Man while also having to take care of a child; particularly due to his young age. Readers of Looking Glass seemed to like the story beats focusing on Noir being a dad to Laura so I figured why not. That and dealing with criminal conspiracies and not knowing who he can trust among everyone telling him half truths and having their own agendas.**

**Hope you guys like it. Response will determine whether this gets updated or not. **


	2. Soft Boiled Detective

**As I mentioned before this is the next chapter focusing on Peni's POV. The next chapter will go back to Noir in 1934 for more single dad detective antics. **

**Make sure to give your feedback for this chapter, particularly for Peni's character. I'm still tweaking her and might re-write this chapter if people don't like her personality. Also, as I mentioned before this is more of a mini-fic so chapter lengths will be generally lower. Hopefully this avoids bloating.**

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**February 16, 1945**

Peni missed her dad.

The young, dark haired girl sat up on the bed and hugged her knees to her chest. It'd only been a few days since her dad left - _for her sake_, she reminded herself - and still she couldn't stop thinking about it. Her dad was gone and it was because of her. Because she'd gotten careless and the wrong people found out who - what - she was.

She pressed her face against her legs and sniffled. Her thoughts drifted back to their goodbye a few days ago. She'd clung to his legs, cried and begged for him not to go while the mean man with the eyepatch and cigar and the blonde man with the shield just stared at them. Her dad told her that it'd be alright and that he'd see her again soon, but she didn't listen. She didn't want to see him again soon; she wanted him here now.

There was a skittering across her legs and eventually a small weight settled on her right knee. _**Sad.**_ She looked up and, through teary eyes, saw her best friend sitting down at her knee in a slump. The black, long legged spider sagged across the small space and she immediately felt bad. She rubbed his thorax gently and forced herself to smile. Whatever she felt he did too.

"Sorry..."

**'Miss.'**

"Yeah, I do..." She sighed and laid down fully. Spider (he didn't have a name and never accepted any she gave him) skittered up her body to her left cheek. Peni closed her eyes and focused on the noises outside. It was noon now so the feast shelter was full. Auntie Mary Jane would be busy now, just like she'd always been after she took over after Grandma May's death a couple of years ago.

**'Hate.'**

"She didn't hate us." Peni shook her head gently. She didn't know exactly what happened between her and dad, but apparently it had something to do with her mom and the way she was born. Her dad never told her even when she asked, always telling her he'd do it when she got older, and Grandma May didn't say anything either. Now she wished she said something before the pneumonia hit her.

She hadn't left her room much. Ever since her dad went away she didn't have the energy and Auntie Mary Jane told her it wasn't safe outside. They opened up that camp in Long Island a couple of weeks ago and she knew people like her were being taken. It was enough that both her and dad told her to pretend to be Chinese if anyone asked. They still weren't treated well, but at least they weren't taken to the camps.

**'Friends.'**

"We can't go out, Spider..." Peni mumbled. It wasn't like she didn't want to see Hiro. He was one of the few Japanese friends she had here. A lot of the others looked down on her because of who her dad was. Hating people who were different came from everyone, her dad said.

**'Sick.'**

"I know his aunte's sick." Hiro was really worried about it the last time she saw him. His family didn't make much and it was getting harder and harder for them to afford medicine. She'd begged her dad to help and he gave them some medicine. She still remembered Hiro crying and hugging and thanking her for it. She blushed slightly at the memory and, just for a moment, forgot all about how sad she was about her dad leaving.

She really did want to see him again, but what could she do? Her dad told her to follow whatever whatever Auntie Mary Jane said and even if she went to Auntie Felicia she'd just send her back here too. She was worried about the camps just like her dad was. Even with how much money she had she couldn't protect her if the soldiers and the people in the suits wanted her.

It was the same reason dad had to leave after the people from S.H.I.E.L.D knew what she was.

**'Leave.'**

"I...I dunno." She sat up and bit her lower lip while Spider moved to the top of her head. She really did want to see Hiro again, but what if she got caught? Auntie Mary Jane would be so mad and then she'd tell her dad and then _he'd_ be mad too. Auntie Felicia might get mad too and after that she wouldn't be able to get those fancy treats Spider liked. It was just too risky.

**'Worried.'**

"Of course I'm worried! But..."

**'Quick.'**

She looked out to the midday sun. Auntie Mary Jane would be busy helping the people for at least a few hours and Hiro's place wasn't too far if she ran for it. If she went there and just handed the medicine then she could make it back before anyone would know she was gone. Her dad taught her not to draw attention to herself and she knew the alleys. No one would catch her if she didn't want it.

Nodding resolutely, she made her way to the dresser and changed out of her pajamas. Spider jumped from her head and and grabbed the bottle of medicine from the drawer while she pulled out the small bag from under her bed.

She opened the zipper slowly and looked at the tech inside. This was the reason S.H.I.E.L.D wanted her. Ever since Spider bit her when she was a baby she'd been smart; smarter than most kids or even adults. Spider showed her things and she built them. Not the exact same way since she didn't have the parts for it, but close enough. Her dad helped.

She put the small web grenades in her pocket and strapped the webshooter to right wrist. This was the hardest thing to make. The vision Spider showed her had them look small and something she could hide easily. The ones she made were big and bulky and covered most of her wrist up to her elbow. Dad told her never to use it unless she had to. Hopefully this counted.

Peni put on the loose coat and Spider hid inside her collar, "Hold on." She opened the window and clicked the webshooter twice. The web stuck to the windowsill and she slowly climbed down to the alley below. She didn't have her dad's powers. If she fell she'd hurt her legs, "Mmm." She clicked another button when she landed and the web detached, hanging awkwardly from the window. She'd clean it up when she came back.

She pulled up her collar and ran through the familiar alleyways. She'd gone through this place dozens of times. She could probably close her eyes and wouldn't hit a wall once.

Peni made it to Hiro's apartment building in just 10 minutes. She put her hands on her knees and panted. **Tired**. Peni rolled her eyes. Yeah, of course she was tired. She didn't have her dad's powers. Spider told her it was because he was the last of the spiders on his group so she couldn't contact the guy who gave her dad his powers. The visions were the best he could do.

She went inside quickly and ran up the stairs. Hiro's place was on the third floor. Peni saw a few people whispering when they saw her and ignored it. She always got look from the people who just looked at her eyes and skin. They called her a lot of things to her face. Jap, Nip, Half-breed...it hurt at first, but now she just ignored it. Her dad taught her not to pay attention to what idiots thought about her.

Peni knocked on the door gently, "Hiro? Tadashi? Mr and Mrs. Hamada?" No answer. Brows furrowing worriedly, she jiggled the knob and was surprised that it wasn't locked. Peni looked around briefly then slipped inside.

The entire place was empty. She called out their names again and still got no answer, "Hello?" She checked all the rooms. Nothing, not a trace. Did they all leave? No, that didn't make any sense. The door wasn't locked and none of their things were here. Maybe they moved? Hiro did say they might have to find another place, but she always thought it wouldn't happen so soon.

She felt that small tingle at the back of her head and her hands drifted to the web grenades in her pocket, "Who's there?" a loud, cranky voice cried out. Peni looked back and her shoulders sagged slightly when she saw Mr. Monroe. He was a mean old man who always seemed to wear the same stained shirt that barely held in his gut.

"It's me, Mr. Monroe!" she said.

"Ugh, great, the Jap." He didn't like her. At all. Which was fine since she didn't like him either. The only reason she ever talked to him is cause he owned the building and he never stopped being so nosy, "Your little boyfriend ain't here. Get lost."

**'Eat'**

_'No, I'm not eating him. He probably tasted bad.' _she chided mentally, "Where's Hiro? And the rest of the family?"

"They're gone." He grunted.

"Gone _where_?"

"What's it matter? You ain't gonna see them again."

Peni grit her teeth. He was always so annoying! "Fine, I guess I'll get my dad to ask then." His eyes widened briefly then he grit his teeth in a scowl. Mr. Monroe was scared of her dad. She didn't know why but she knew it was the reason the worst thing he did was throw slurs at her when dad wasn't around.

"Fine, you little..." he muttered a few more expletives under his breath then finally said, "They got taken to that camp up on long island. Guess some of the other tenants didn't like spies hangin' around."

"Wh-What?! Who?!"

"I don't know. I'd give em a piece of my mind if I knew - the Japs still owed me this month's rent and now I'm out some long green cause of that snitch."

Peni ignored his selfish rant and ran back down to the ground floor. Hiro and the rest of his family were gone. Taken. Why? Because people were scared? They didn't do anything! Just because there was some war going on somewhere else didn't mean the people who lived here were bad! Mr and Mrs. Hamada were some of the nicest people she knew! They didn't deserve this!

She was crying again. Peni wiped the tears on the sleeves of her coat while Spider nuzzled her cheek. This wasn't fair...

**'Camp.'**

"Go to the camp? We can't. We're supposed to be back before Auntie Mary Jane finds out we left." And even if they did go there what then? The place had soldiers and they wouldn't let them in. Or they'd lock her up.

**'Sneak'**

Peni bit her lip. Her dad taught her things. How to sneak away, where to hit someone bigger. Only to defend herself, he said. The world outside was dangerous and he couldn't always be there to protect her. If it was dark enough and the guards were tired then she could maybe sneak inside, but even then she couldn't save Hiro and the rest of his family.

Her dad could've. He could save anyone - he was a hero. He saved Auntie Mary Jane and Auntie Felicia and the people who came to him for help. But not her. She couldn't be a hero.

**'Medicine.'**

She gripped the bottle of antibiotics tightly. She'd heard stories of the camps. People crammed together and treated like prisoners just because of the color of their skin and the way their eyes were shaped. People got sick there and none of the soldiers cared. Hiro's aunt was already sick and they wouldn't get any medicine. Even if the bottle was small it could still help.

"...Okay, let's go."

She made her way there on her foot. By the time she got there the sun was out and the night chill was enough to make her shiver. Peni sunk into her coat and crouched behind a bush. The camp was big with a high fence to keep everyone inside. She snuck over to where there weren't as many guards and ran to the fence. She only had one chance or else they'd catch her.

She clicked twice and shot a line of web to the top of the fence. She scrambled up and over as quietly as she could and jumped into a nearby trench just before the guard passed by again. The web was dark enough that he wouldn't see it unless he looked close and even if he did find it he'd just think a giant spider made it.

Peni waited for the footsteps to fade before she hopped up the trench and into the main part of the camp. Her coat and face were dirty because of the fall but it made it easier to blend in with the others. Peni looked around the crowds of people and held back a cry. All of them looked so sad and beaten. This was wrong. She wished she could do something.

She saw a familiar head of dark hair not too far away and she ran to him, "Hiro!" She grabbed his hand and pulled him into an embrace.

Hiro turned around and, after a few seconds of wide eyed surprise, hugged her back, "P-Peni?" They separated and Peni nodded tearfully. He hugged her again and laugh cried, "Wh-What are you- did they take you too?"

"No, I snuck in." She grabbed the bottle and raised it triumphantly, "Antibiotics! Didn't your Auntie Cass need them?"

"Y-Yeah, she does, but-" He lowered the bottle and looked around warily, "Come on, we should get inside."

Hiro led her to one of the big houses. It was cramped and filled with beds, but for now it was empty except two people in the corner. Peni recognized them immediately, "Mrs. Hamada." Peni hugged her too and frowned at the other woman sleeping on the bed. Ms. Cass looked worse than when he saw her last. Her skin was pale and clammy and her eyes were sunken in.

"Peni. So Peter couldn't stop you from being taken too, hm?" She smiled down at her sadly.

"She didn't get caught, mom. She snuck in." Hiro handed her the bottle, "She brought us some medicine. Auntie Cass can get better now, right?"

Mrs. Hamada took the bottle. She wasn't smiling, "I...thank you for doing this, Peni, but I'm afraid this won't be enough?"

"I-I can get more medicine! Just tell me what you need-"

"It's not that. It's this place." She scowled, "Cass needs to be in a hospital, not trapped in here and forced to work. The only reason they let me in here to watch over her is because she finally collapsed today."

"Then...Then what do we do?" Hiro asked. Peni held his hand and squeezed it.

"I don't think there's anything we can-" her eyes suddenly widened and Peni felt the tingle again, "Peni, you need to hide."

"Wh-What-"

Without another word both she and Hiro shoved her into the a nearby dresser and closed the door. Peni peeked through the small crack. She heard the door open and footsteps drew closer to them, "What are you doing here?" a rough voice asked. Peni looked closer and saw the tall, pale skinned man wearing a labcoat. He was looking right at Hiro, "Shouldn't you be working outside?"

"I...I wanted to check on my aunt," Hiro said softly.

"Hmm..." He looked past him and picked up the bottle of medicine on the bed, "Where did you get this, boy?" Hiro didn't answer.

"W-We had it in case of an emergency." Mrs. Hamada said, "My sister is sick. If we didn't treat her she would die. Please, Dr. Connors-"

"I'm not interested in your excuses." He pocketed the bottle with a sneer.

"My aunt needs that! You can't-"

Two soldiers - must have been the other footsteps she heard - stepped forward. One of them smacked Hiro in the face with the butt of his rifle. Peni covered her mouth with both hands to keep from screaming while Mrs. Hamada shouted and cried at them in Japanese, "You know the punishment for disobeying the rules. Take them both. I'm sure we can find a use for them below.

Peni and Hiro's eyes met for just a second, but she saw what he meant to stay: 'Don't do anything.' He wanted to her to escape even though this was all her fault. Peni shut her eyes tightly and argued with herself. Could she go out there and save them? Even if she could they couldn't carry out Ms. Cass and they wouldn't leave her behind.

The choice was made for her. She didn't know if it was because a noise eked through her clamped hands or something else entirely, but one of the soldiers stared at the dresser with with narrowed eyes. Hiro gasped and, before she could say anything, tackled the soldier's side.

"Peni, run!"

Peni's body moved on its own. She fell out of the dresser with a crash and ran to the door. She was almost there when a pair of hands grabbed her shoulders from behind and lifted her up into the air, "Who are you?!" The scientist screamed, spit flying at her face. Peni screamed struggled in a panic, "I don't recognize you. Are you a new prisoner?! Answer me!"

He shook her roughly and didn't notice Spider jump. He landed on his face and bit his mandibles down his right eye. The scientist let go of her and screamed, both hands pressed against his face. Peni grabbed Spider in a panic and ran out of the door back to the camp outside. The people outside were still shocked, unsure of what was happening inside the cabin.

She ran back to the fence. A few of the soldiers noticed her escape and chased after her. Peni fumbled for the web grenades in her pocket and threw them all behind her.

She didn't look back, but she did hear their screams and curses. Hopefully it meant they were all trapped. She scrambled up and over again before another soldier grabbed her, "Hey, I've got her! I've-"

Peni webbed his face and kicked him between the legs. The soldier fell and she kept running, straight into the forest with the sounds of screams and sirens behind her.

Back at the camp, a pale man in a wheelchair rolled his way to the trapped soldiers. He paid the confused and panicking fools no mind and picked at the dark silk between his fingers. He knew it all too well.

Otto Octavius' face split into an ugly smile. It appeared the Spider was interfering in his work again. This time he'd see to it that it'd be the last.

* * *

**Well...that didn't go well. Looks like Peni's first foray into being a good Samaritan didn't work out so well for her. Then again what else can you expect when a 10 year old tries to play hero with nothing more than some web ejectors, a weak spider-sense and her best spider friend. **

**Anyway, as the end of the chapter indicates Peni's main baddie will be the monstrous scientist, Otto Octavius. I figured a non-physical, cerebral antagonist fits a non-physical, cerebral protagonist. I'll save the identity of Noir's baddie for now. Hopefully this chapter was enjoyable. **

**Questions:**

**1\. Do you guys want Noir and a 10 year old Peni to work together? Right now the two scenes are very solo focused - in the 1934 segments Peni's an infant while in the 1945 segments Noir is in Germany after the deal with SHIELD.**

**2\. Should Peni get access to a steampunk-esque mech or do I just have her stick with gadgets and stealth? **


	3. Spider-Dad Noir 2

**Next update. I gotta admit, having a much shorter word count limit really moves the plot along faster compared to my main fics. Hopefully the pacing is alright. I wanna avoid needless slice of life chapters so most if not all segments will be used to advance the plot.**

* * *

**December 20, 1934**

This was the place.

Peter looked up the window to Ben Urich's apartment. Padfoots never bothered to investigate but if the guy really was taken and Hardy hired every gumshoe in the city then someone'd be watching his place. Going through the front door wasn't a good idea, "Hmm..." He eyed the fire escape and the nearby dumpster. Easy enough jump for him.

He hopped up the dumpster and propelled himself up to the hanging ladder. Peter gripped the cold metal tightly (thank God for gloves) and flipped upwards till he reached the window. He still didn't know why he was a freak now. All he knew was ever since that night at the docks he had nightmares. If it wasn't Yuri getting her brains blown out it was that nightmarish spider eating him and telling him all about the curse of power.

He still preferred the latter to the former.

The window wasn't locked. Peter slipped inside and closed it behind him quietly. Place looked better than his, but that didn't say much. He looked around the living room and traced his gloved fingertips at the arm of the couch. Dust, but there were displaced lines. Judging by the gaps it was someone's hand resting on top. Couldn't have been too long if the spaces were still there.

He went to the bedroom and and checked the closet first. Always the first place to look, "Mmm." All his clothes were still there and the suitcase nearby was empty. That made the chances of a secret trip less likely. He almost closed it to check elsewhere till he noticed an odd groove in the wood between the clothes, "Hello..." He smiled wryly when the wood gave way for a small, hidden compartment.

"Someone's got something to hide." He pulled out the only thing inside - a small, plain box - and opened it. His mouth curled into a frown when he saw the needle and the all too familiar powder. Aunt Hazel and nose candy, "Looks like Felicia's friend's got a habit..." He pocketed the box after picking up the only thing worthwhile, a key, inside. Wasn't any of his business, but might've been the reason he went missing. Dealers in the city weren't the friendliest bunch.

Now where did this key go?

He tried it on anything he could - doors, cabinets, closets...anything that had a lock on it. He felt like a kid again, searching for buried treasure that'd disappoint him as soon as he opened the chest. He wasn't even sure if this'd lead anywhere. For all he knew it'd just lead to a collection of the guy's candid photographs. Either that or a bigger stash of Aunt Hazel.

He went to another room and breathed out softly when the key finally fit into hidden keyhole on the wall that open up into another compartment - apparently this Urich guy was a real paranoid sort. As soon as he pulled the door back he was met with the dull gray of a combination safe, "Of course..." Why couldn't things ever be simple? Oh well, nothing for it. He pressed his ear against the metal and started twisting the tumblers. If there was one good thing about his new 'gifts' it was how much easier it made his job.

Peter twisted the tumblers slowly and paid attention to the thrum of his sixth sense. As soon as he felt the approaching blare he stopped and spun it into the other direction. It wasn't the first thing he'd broken into and now here he was on his knees cracking someone's safe at the behest of some dame who ran a nightclub. Aunt May and Uncle Ben would've been so proud of him.

The safe swung open with a loud creak. Peter looked inside and raised a brow at the contents. No candid photos or narcotics, just papers and photos. He picked up the stack of photos and looked over them quickly. Photos of guys in suits he didn't recognize doing all sorts of stuff the padfoots would've been real interested in. Smuggling in guns and drugs, passing out long green to police officers and mayoral elects. Definitely candid, just not in the way he thought.

He continued to scan the pictures till the last one him drop the the stack. Peter's breath caught in his throat and his vision swam, "Uncle Ben..." He'd been dead for over a year now. He still remembered finding his body in the warehouses. He was torn open, his face frozen in horror while the rest of his body barely resembled the man he was. Peter always thought Osborn sent his dogs after his corpse to tear his body apart as a final disrespect and warning. A show of what would happen to those who dared stand against him.

The picture made him wish for dogs. There was an old man, his body hunched over and his deformed face filed with sharp, animal like teeth, tearing into his uncle's chest with a fucking smile. Uncle Ben was screaming, his bloodied and broken hands trying to push the freak - _monster_ \- back. It wasn't dogs who killed Uncle Ben, it was one of Osborn's freakshows. They didn't even given let him die with dignity.

His heart pounded in his ears and he bit his tongue to keep from screaming. Urich was there; that's the only way he could have this picture. Was he working for Osborn then? Was Hardy?

He was so mired in this thoughts that he almost missed the apartment's door slamming open. Shaking off his myriad thoughts, he grabbed all the papers and pictures and put them in his coat, "What are we still doing here?" a man's voice asked, the sound muffled through the wooden door.

"You heard what the bossman said," another said, "He thinks this Urich guy's got some dirt on him and whoever finds it's getting a cool thousand suds. You know what I could buy with that much dough? Could start me my own gang with that much cash." His eyes narrowed. Two people talking but he counted three pairs of footsteps.

Peter pressed the papers and photographs in his pocket and scowled. Osborn's men. He'd dealt with them before, but mostly in passing. Some of the cheating dames thought they could make it as a made man's moll and the brunos weren't exactly happy when he came knocking. They complained a lot less once their teeth were on the floor and they were coughing up their guts.

He pressed himself against the wall and, as soon as the first mook walked in, grabbed him by the neck and slammed his head against the wall. Peter smashed his face into it twice before tossing him to the ground and stomping one last time for good measure. He wasn't gentle with Osborn's toughs, and hell what were they gonna do, go to the coppers?

Besides, it was the least he could do for Yuri.

The next one heard the sound and ran to check. Peter dodged his surprised punch, grabbed the outstretch limb and snapped his elbow in half. The mook screamed and Peter punched him in the throat to shut him up before slamming him to the ground and throwing another punch straight to his jaw.

His sixth sense blarred and he ducked just before a bullet whizzed overhead and hit the wall, "What the fu-" He charged and smacked the gun out of the last bruno's hand the grabbed him by the neck. Poor bastard barely had time to blink before Peter dragged him to the window and, without any warning, thew him through it headfirst.

The guy screamed, glass raining down around him, before he landed on the ground with a dull thud. Wasn't screaming after that. Probably still breathing, but he wasn't going to stick around to check, "Hardy's gonna want to know about this..." He sighed and jumped out of the window. Better for everyone if he was gone by the time the boys in blue arrived. They weren't exactly fans of him.

He shucked off his mask as soon as he hit the end of the alley and blended into the crowd. He was almost to the next street when he heard people shouting. Looks like they saw his handiwork. Peter paid it no mind and kept walking, following the directions to the Black Cat. Like he told Hardy he'd never been inside, but he knew the place well enough. Lots of desperate folks went there and that kind of desperation was his best customer.

The bouncer at the entrance a tall, bald man with a narrow glare that was only emphasized by the pair of scars that ran across his mouth. His eyes followed Peter as soon as he stepped foot into the alley, "Ms. Hardy sent me," Peter said. The man raised his right brow a quarter of an inch. He'd probably heard that excuse a lot, "...I'm a detective she hired. Looking for a friend of hers?"

"Mr. Urich. Yes." His voice was softer than he thought, "Very well, come on. Leave your firearms with me and retrieve them when you exit."

"Your rules, pal." Despite his flippant words Peter felt wary as he handed the revolver over. He wasn't worried about being helpless - he never was after that night at the docks - but that was his uncle's gun. It was one of the few things he had left and that damn picture put Ben at the front of his mind.

"Hmm. Welcome to the Black Cat. I hope you enjoy your stay."

Peter had to admit, he felt almost awed when he stepped foot into the club. He wasn't ashamed to admit that he grew up lacking. Ben and May did their best but a retired soldier and a woman on a soapbox who ran a homeless shelter didn't make the most dough. He never complained. He had a roof over his head, clothes that fit and three meals a day. What more could you want?

The sheer luxury inside answered that question. Bright lights lit by chandeliers over a room that looked straight out of one of those Victorian era paintings. Everything from the floors to the tables to the bottles of wine the skimpy waitresses served was the lap of of luxury. All around him men in three piece suits drank and fondled to their hearts content. Felt like he'd walked straight into a hedonist's view of heaven.

He recognized some of them. Jimmy Stryder, mayor of New York and vaunted family man, pressing his face on a dame's rack. Not too far away was Chief Detective Rian from Vice squad shaking hands Emilio Alcuno, the guy who ran half the brothels in New York. Then there was Adolfus Crane. He knew him really well. Uncle Ben shut down three of his sweatshops a couple years back.

Probably why Osborn killed him...

Peter felt distinctly out of place in his sweater and tattered trenchcoat, "Table for one, sir?" a waitress asked, her smile not quite reaching her eyes. She knew a poor man when she saw one.

"No thanks, here on business." He waved her off and walked to where Felicia Hardy stood on a raised step. She looked different now. Her hair was done up in fancy curls and she'd replaced her fancy coat for a silver dress that drew all kinds of attention. Peter made sure his eyes were only at her face. The last thing he needed was to play the idiot again.

Hardy gave him the same not-quite smile as soon as she saw him, "Well now, Mr. Detective, I didn't expect to see you so soon. Have you found him already?"

"No, but I do have something. Could we speak in private?"

"Of course. Follow me."

She led him up the stairway into a room past the overlooking balcony. As soon as the door shut the cheery cries and music lowered to a dull thrum, "Nice place." It felt different here compared to the outside. No lights and the smell of some perfume he'd never be able to pronounce.

"Thank you." She opened another door to a bedroom and a herd of mewling greeted them both, "Watch your step." She smirked slightly and stepped over the dozen furballs crowding around him, trying to judge the new arrival. Peter stepped past them gingerly and stood while Hardy sat down on a nearby chair, one leg crossed over the other in a way that couldn't have been accidental, "Please sit."'

"I'd rather stand. This'll be quick."

"If you like. So, what've you found?"

"Your theory on that friend of yours getting caught up with the wrong crowd? It panned out. I went to his place and Osborn's guys were there."

"Osborn..." She frowned and quickly hid it behind her hand, "And?"

"I overheard em talking. Three of em went there cause apparently your pal Urich has dirt on Osborn." _Including the **animal** who ate Ben_, "My guess? They took your friend to try and make him squeal on where he hid the blackmail. Considering those brunos didn't know where it was a month in I'm guessing they either killed him too soon or he's still holding out. Hopefully the latter."

"Hmm..." She uncrossed her legs and considered her words, "Did you find that blackmail, then?"

"Tried to, but the brunos spotted me and I got into a tussle. Didn't want to be there by the time the coppers came." He couldn't trust her, and it wouldn't matter. She paid him to find her friend not share Osborn's files.

"Three against one and you without a scratch. I guess I really did get my money's worth." She laughed under her breath, "Well now, this has gotten more complicated. I had a hunch that Urich might've angered the wrong people, but Osborn? If you want to back out now then I won't hold it against you."

"This doesn't change anything. You hired me to find your friend and I wasn't expecting the guys who took him to hand him over. I just thought you should know, get a clearer picture."

"The rumors really did you justice, didn't they? You have my thanks, Mr...excuse me, you didn't tell me your name."

"Ben Reilly." Wasn't the most creative pseudonym, but it was enough to keep his head down, "I'll get back to you when I find something."

"Thank you, Mr. Reilly. Oh, and here." She handed him a stack of bills that came up to 15 dollars, "Hazard pay. Your first day on the job and you've already put your life at risk."

"I can't-"

"Take it. For my conscience's sake if not your own."

"...Thanks." He pocketed the money and left the club without looking at anyone else. The bouncer handed him back his gun and he made his way back to his apartment, the weight of the paper and photographs heavy in his pocket. First Ben and then Yuri; that's two people Osborn took from him. This Urich guy had blackmail on him, enough that even Hardy was obviously interested. Could he use it? Use it to-

"No..." He shook his head. Now wasn't the time to be thinking about a vigilante crusade. He had a daughter to take care of. Peni had to be his priority, not this...whatever the hell this was. He'd just find Urich, get paid and just maybe he'd survive to see Peni's first Christmas.

Peter knocked on Mrs. Millburn's door, "Back already?" she asked, holding Peni in her arms. The infant looked up at him with her big, brown eyes and reached her hands out.

"It was quicker than I thought." He took Peni back with a soft smile and adjusted the paper bag in his other hand. Thanks to Hardy's bonus he got some shopping done, including some of the good baby food. Peni'd be eating well tonight, "Thanks for looking out for her."

"Hmph, it was nothing." Peter nodded and turned to leave when she spoke again, "By the way, another client came over while you were out. Tried to tell me about her problem and I told em to come back tomorrow. I ain't your assistant."

"They say who they were?"

"No, but I remember what she looked like. Young redhead. Pretty little thing." He paused. It couldn't be... "Another lost soul looking for the help of the miracle detective to find her friend."

"...What did she want?"

"Something about a friend of hers. What was his name? Peter something. Apparently he went missing a few months ago and she's been trying to find him." She shook her head, "Poor girl. Boy probably just ran off with the nearest floozy and she still hasn't realized."

"Yeah...uh, I'll be gone tomorrow again so if she comes by again could you tell her to look elsewhere? This job's taking a bit longer than I thought."

"Long as this job pays like you said it will, sure. Goodwill cases don't pay the rent."

Peter didn't say anything back and just trudged back to his apartment. It was Mary Jane. She was looking for him even now. Back when he first ran he hoped she and Aunt May would give up eventually and move on, but he knew that was just wishful thinking. Not again, not after what happened to Uncle Ben. They wouldn't stop until they found him or found proof that he was really gone.

He sat at the chair in front of his desk and emptied the paper bag along with the papers and photos on top of it. They must've thought he got tangled with Osborn like Ben and Yuri did, "Damn it..." He hugged Peni tightly and shut his eyes. This was getting too complicated. First he found out about Uncle Ben and now this. He couldn't tell them about Peni, about what he and Yuri did. They wouldn't understand.

Peni cooed softly and groped in front of her clumsily. Peter pulled back and she started grabbing his face. It was only then that he realized he was crying, "...You're hungry, aren't you?" He smiled crookedly and got the baby food while she cooed again, "Come on, let's get you fed."

Whatever he'd do next he'd deal with tomorrow. Right now Peni needed him.

* * *

**Noir is not having a good time right now. Oh well, about what you'd expect considering his circumstances. Next chapter will deal with Peni escaping the internment camp and dealing with the fallout of her actions. **

**Question:**

**1\. Any villains you guys want/suggest for Peni? I've already got a good idea for Noir's baddies but Peni - being an action survivor kid hero - is a harder one to come up with villains for given her much weaker physical abilities. **


	4. Soft Boiled Detective 2

**Hey-o! Updating this fic is super easy since the word count is so low. Anyway here we have another chapter for Peni.**

**Before we start I've gotten comments wondering if there'll be something between Noir with either Mary Jane or Felicia ie a romance subplot. Not likely. Noir's a traumatized teenage father while Peni's 10 and hasn't hit puberty yet. So yeah, very unlikely there'll be romance. Femme fatale stuff or whatever is fair game but that's it. **

* * *

**February 16, 1945**

Peni ran. She ran and ran and ran until her legs burned and she couldn't take another step, "Ha...ha...ha..." She leaned against the tree and panted. Every breath felt like a punch in the chest and sweat dripped down her body in rivulets. **Dangerous.** Peni didn't bother replying, too busy trying to keep from passing out. Spider wanted her to keep moving. She couldn't - she needed to rest.

**'Dangerous,'** he repeated.

"I _know!_" she snapped back, her voice coming out in a soft rasp. Even talking set her throat alight. She fell into a clumsy sitting position and braced both hands against the tree trunk to keep from collapsing altogether. Spider skittered up from her elbow to the top of her head, keeping a watchful eye on their surroundings. Whatever Spider could see she could too.

Her grip on the bark finally slipped and she fell on her side, arms wrapped around herself tightly. Apart from some bruises on her shoulders she hadn't gotten hurt, but that didn't do much to calm her, "Hiro..." She shut her eyes and cried. All she wanted to do was help and she'd made everything worse. Hiro and his family were in trouble and she was being chased by men with guns.

She...She had to go back. Hiro and his mom were in trouble and it was all her fault. She had to-

**'No'. **

Peni flinched at just how _loud_ the thought was. Spider was always thinking - thinking about food, thinking about sounds, thinking about what else he could show her - but through the years they'd learned to make it easier, become more in tune with one another.

Now Spider's words were deafening and she almost threw up at the ringing pain on both sides of her head, "B-But-"

**'We will _die_ if we go back.' **

Peni bit her lower lip and pulled herself up into a shaky stand. This was wrong. It was her fault Hiro and his mom got in trouble and now she was just leaving? But...Spider was right. If she went back now what could she do? She was out of grenades and her webshooters wouldn't do her any good against guns. Her dad taught her to pick her battles ever since she could walk. And this wasn't something she could win.

**'Good. Move.'**

"J-Just let me rest of a second..." She put her hands on her knees and panted. Peni couldn't remember the last time she'd ever run as much. Even when she and Leah got in trouble it was more about finding the right corner than being faster than the grown ups. She looked up at the sky through the trees and whimpered softly at the barely lit evening lights, "Not good..." It was hard enough to get here when the sun was up. Now she'd have to find her way back in the dark with only her webshooter's flashlight for help.

**'Walk.'**

"I _heard_ you..." she muttered bitterly. It was so easy for him; all he had to do was perch on her head like a parrot while she had to do all the hard stuff. Shaking her head, Peni flicked the flashlight switch and looked around warily. She didn't have much power. Between powering the webshooter's mechanisms and the light she'd probably have just a few hours before the lights went out.

Peni looked up at the stars briefly then headed north. It took her at least 4 hours to get here so that was another 4 hours back. She wiggled her toes in her already worn dress shoes and started walking.

A couple of hours passed with nothing but the rustling of the trees and the occasional skitter from Spider. Peni bit back tears and kept walking. She was tired, hungry and she already drank the last of her water half an hour ago. Auntie Mary Jane and Auntie Felicia were going to be _so_ mad at her when she got back, but she couldn't think about that now. Her only thoughts were about Hiro's family and how she could fix things.

**'Cannot.'**

"I can!" she bit back hotly, kicking a small rock in frustration. Bad idea. The surprisingly sharp surface cut through the sole of her right shoe and scratched the skin underneath, "Ah!" Peni hopped up on one foot till she managed to grab a nearby tree and leaned against it. She raised her foot up to her knee and shined the light down on it, "Oh..." She bit back a whimper at the sight of the torn sole and the light blood underneath.

**'Injured.'**

She didn't bother saying anything back and just sat down again, knees tucked to her chest as she cried. This was all wrong. She should've just stayed out of it. It was all her fault. Her fault Hiro and his family were in trouble with that scary doctor, her fault that her dad had to leave. All because of her. Because she wasn't careful, because she thought she could fix things. Now her dad and her best friend was gone.

Peni clawed at the webshooter and almost ripped it off before Spider jumped down to her shoulder. **Don't. **She tried again before eventually giving up and crying again. The webshooters were the reason those bad men wanted her. Because she was smarter than their scientists and they wanted that. For the greater good, the man with the eyepatch said. Dad didn't believe him.

"Daddy...please help me..." Her dad was always there. He was busy with work and sometimes he came back with blood and bruises on his face but he always smiled for her. She needed him here again.

But of course he wasn't here. He was taken by the scary men to fight in a war because he wanted to protect her. All for her.

Her crying slowed when she felt a tickling by her injured foot. Rubbing her tearstained eyes, she looked down at Spider wrapping the thin cut in a blanket of his webbing, **'Heal.' **The wound's bleeding slowed and he jumped up to her shoulder again,** 'Survive.'**

"I'm scared..."

**'I know. Must survive. For family. For father.'**

Her dad. He was out there now fighting because he wanted to keep her safe. Was she going to pay him back by crying in a forest till those men found her? No. She shook her head and, after sloppily fixing the shoe with a shot of webbing, stood up again and kept walking. Her dad kept coming back to her no matter what he went through so she could do the same. When he came back she'd smile and hug him tight no matter what she had to do.

She kept walking, ignoring the shots of pain that ran up her foot with every step and the urge to curl up into a ball and cry again. She didn't know how much time passed, but eventually she'd passed the forest and made it back to the streets. No one paid her any mind when they saw her. Just another beggar, and even if she wasn't they weren't going to help someone with her eyes.

Peni was close to collapsing when she finally saw the shelter - saw _home_, "W-We're here." She hiccuped out a crying laugh and trudged up to the backdoor. She heard voices inside, "They sound mad..." Spider curled up in her hair - trying to hide - while she knocked on the worn wood slowly. They'd yell at her but she didn't care anymore. She just wanted to eat something then pretend the entire day didn't happen.

There was a quick stamp of footsteps and the door swung back with a loud creak. Peni looked up at the shocked face of Auntie Mary Jane with a quivered lip. Her eyes were red and puffy and her dress and shoes were dirty, "Peni?! Oh, thank god!" Her aunt kneeled down and pulled her into a bonecrushing embrace, "We've been looking all over for you! Where've you been?!"

"I-I..." Peni opened her mouth but nothing more came.

"Do you have any idea how worried we were?!" Auntie Mary Jane shouted, still hugging her tightly, "When I saw your room was empty I thought those awful men took you! I was about to call Peter and-"

"Give her some space, Mary Jane. I think she understands." A voice from behind her aunt said. Peni looked past her with a sniffle and looked her other aunt in the eye. Auntie Felicia looked better than Auntie Mary Jane did. Her dress only looked slightly smudged and she stood with her arms crossed over her chest. Peni couldn't see her face, but that wasn't a surprise. Ever since she knew her Auntie Felicia always wore that white mask that only showed her eyes.

It was that reasons she was more scared of her than Auntie Mary Jane. Auntie Felicia never raised her voice and because of the mask Peni could never tell how she felt. Sometimes she wondered if she was always scowling underneath.

"But-"

"We can lecture her later. Right now it looks like she desperately needs some food in her." She nudged her head back, "I'll prepare the bath while you get her something to eat."

Auntie Mary Jane nodded and led her inside. Peni almost cried again when she saw Leah sleeping on the table, "She's been looking all day for you," Auntie Felicia said airily, "We told her to just leave it to us but she was so worried that we couldn't stop her. I found her on the corner practically collapsed from exhaustion. Apparently she's been running around all over town."

"I-I'm s-s-sorry." Peni wiped away her tears.

"I think that's something you should tell her when she wakes up." Auntie Felicia squeezed her shoulder softly, "You've got some explaining to do, but right now we need to make sure you don't collapse."

Peni scarfed down the food Auntie Mary Jane put in front of her and took a quick bath after. Auntie Felicia cleaned up the wound at her foot and soon enough she felt better than she had in hours. She was still tired, but being fed and clean almost made her forget everything.

"I think you owe us an explanation, young lady," Auntie Felicia said.

"Agreed." Auntie Mary Jane nodded and pursed her lips, "When I checked in on you a few hours ago the last thing I expected was for you to sneak out. Especially after what happened last time." Peni bit her lip at that. She didn't mean to, but Auntie Mary Jane made her feel more guilty than she already did, "Nevermind that. We deserve an explanation, Peni."

"I...I went to visit Hiro."

"Hiro? But didn't he-"

"He and his entire family were taken to the camps," Auntie Felicia said, "I'm sorry about that, Peni. I did try to grease some palms to keep him and a few others from being taken but a nightclub owner's influence can only go so far." She breathed out in frustration, "And judging by the state you were in I'm guessing that you didn't just give up when you found out."

"H-Hiro's aunt is sick. I-I heard that the camps were really dirty and they didn't have doctors. I thought I could bring them some antibiotics to try and help them. I...I just wanted to help."

"Wait, did you...go to the camp?" Auntie Mary Jane asked. Peni looked away without a word, "Peni...please don't tell me you went to the camp."

"I...I did."

Auntie Mary Jane screamed out a word she heard her dad say a lot but always told her never to repeat. Next to her Auntie Felicia sighed and held her crossed arms tighter, "You really are just like the Spider, huh?" She shook her head and grabbed Peni's chin to force their eyes to meet. Peni wanted to look away, but like always she was frozen. Auntie Felicia always laughed and said it was one thing useful about having eyes without a face - people couldn't stop looking, "Just tell me one thing: did anybody see you?"

"Y-Yes." There was a moment of silence before Auntie Felicia let go of her. Peni continued in a rush, "Th-There was this man with a labcoat and a couple of men with guns. I tried to hide in the closet but one of them spotted me and I ran. I used the web bombs and ran through the forest and..and..."

"I think we understand." Auntie Felicia sighed and crossed her arms again, "I suppose we should just be thankful that you're still here. If you were caught then they'd keep you there. As far as those finks are concerned one Japanese is as good as another."

"...I'm sorry," Peni said softly.

"I'm still so mad at you, Peni, but we can save it for tomorrow." Auntie Mary Jane rubbed the sides of her head. She always did that when she was worried, "Just get some sleep and we'll see you in the morning. You're lucky I don't tell Peter about this till he gets back."

Peni flinched. That was the last thing she wanted, "I'm sorry," she said again, "But, I need to do something else. Hiro-"

"No. No, no, no, no!" Auntie Mary Jane yelled. Peni shrunk back like she'd been struck, "I don't want to hear another word of it! As far as I'm concerned you're grounded and I'm not letting you out of my sight till Peter gets back. Starting tomorrow you're going to help me in the shelter."

"But-"

"I suggest you don't push her, little spider," Auntie Felicia said, "Just get some sleep and we'll see you in the morning."

Peni bit down each and every argument she had and nodded. With a mumbled goodnight she trudged up the stairs and stopped when she got to Leah's room. Peni opened the door slowly and frowned when she saw the younger girl still sleeping. She didn't even think about her because of how worried she was for Hiro.

Peni sat at the bedside and ran a hand through her curly hair. She still remembered when her dad brought her home. She was just 8 when her dad came back with a shivering 7 year old who looked like she was going to die from the winter cold. It took days for her to start talking and even more than that before she stopped flinching every time someone tried to touch her.

Leah stayed with them after that. She had no home to go back to - her dad found her freezing in an alley using newspapers as blankets - and Auntie Mary Jane took care of her. Peni always thought it was because she didn't have kids of her own. Like Auntie Felicia she never married and never had kids even though she had admirers, at least according to what her dad said. Peni didn't know why and she didn't ask. She didn't think Auntie Mary Jane would tell her.

"Sorry, Leah." Peni breathed out softly and almost stood before Leah suddenly hugged her from behind, "L-Lean?!"

"Where were you...?" she asked softly. She never said anything above a whisper, "I was worried."

"I...I was visiting a friend." She didn't need to know everything else.

Leah nodded and lay back down, "Take me with you next time."

"I don't think there will be a next time..." Peni left and went to her own room. It was only a day but she felt so relieved to see it again. She shucked off her shoes and collapsed face first on the bed while Spider skittered back to his cubbyhole.

"Good night, Spider..."

**'Sleep. Dreams.'**

Peni didn't say anything back and just let the sleep take her. Her next dreams were of a city in the future and the robot that was her best friend.

* * *

**Nothing much happened this chapter. Originally it was going to be more action packed with Peni getting caught by the soldiers only to be rescued by Daredevil. I decided for a more lowkey chapter since we've had two action scene chapters in a row. Don't worry, next chapter with Noir will have a bit more fighting due to him being action dad.**

**I apologize if Peni came across as too weepy or helpless in this chapter but I figured it made sense for a 10 year old to be less in control compared to most heroes. I can have her improve on this as the story goes but right now she's rather meek and prone to panicking and calling for her dad when put in stressful situations.**

**Also, as shown in this chapter and the upcoming one, Noir and Peni pretty much use each other as lifelines and living emotional crutches to keep their sanity. Some of you might not think this is healthy but this is how they cope with the shit they're given. **

**1\. Alright, do you guys want other Spiders in this fic? I've gotten recommendations first for a noirized Silk and now Anya Corazon. At the rate we're going I expect Spider-Gwen and Miles Morales are going to be suggested so I wanna nip this in the bud and ask if people want more arachnids.**

**Review Answers:**

**Dragon Bone Z - Vulture's a canon Noir character. He's a cannibal circus freakshow who ate Uncle Ben, so no chance for a mob boss type.**

**KasugaRomio - Yeah...no crossovers, sorry. Trying to stick to Marvel. **


	5. Spider-Dad Noir 3

**Next chapter. This might be one of my last ones for a bit since I really should update my other fics too. Hopefully this one can tide people over.**

* * *

**December 21, 1934**

"Hey, I don't know anything!"

Peter smashed the dealer against the alley wall and growled. Finding Urich was proving a lot more trouble than he thought. Right now he was damn sure Osborn had something to do with it but he couldn't exactly ask just anyone. The Goblin had dozens - hundreds? - of men all across the city and he wasn't exactly the sharing type. They wouldn't know any more than some joe off the street.

So he started tapping into the man's vices. He was a fan of the drink and the occasional bit of narcotics so that was where he went. The bartenders weren't any help - apparently he was just another drunk in their eyes - but the dealers...oh, the dealers had a lot to talk about. Apparently Mr. Urich had a habit of switching out dealers every few months to sample different kinds of merchandise. Started out with grass and now he was into the harder stuff.

And his last dealer, one William Prescott, was being bankrolled by the Goblin. What a 'coincidence'.

William was a seedy little man in a messy brown suit that looked like it hadn't had a wash in months. His dark hair was slicked back and oily and his weasely smile only looked worse thanks to the thick rat he called a mustache. Guy practically fell over himself when he saw the long green Peter was flashin' around. Thought he had another sucker looking for a hit.

"I'm not gonna ask again!" Peter snarled. In hindsight maybe trying to bribe the guy would've worked better but he wasn't in the best mood. He was working for the bastard who murdered his uncle- no, murdered was a generous word. He treated him like he was less than human. Just..._food_ for one of his freakshows. No matter how this turned out he was going to make sure they couldn't do it again.

"I told you-"

"Stop lying to me!" Peter smashed his fist next to the the shmuck's head. Whatever the slimy bastard expected it wasn't the brick cracking and spilling dust to his shoulder, "Next one goes through your skull! Where's Urich?!"

"Wh-What the fuck?! You some kinda freak-" Peter raised his fist again, "Alright, alright! I'll tell ya!"

"Start talking. Fast. And don't even think about lying to me. I'll know." This was the best lead he had. Nothing from what he saw in Urich's place made it look like he was taken there. No signs of a struggle, nothing ransacked before yesterday. If he had to guess the man of the hour was taken outside and there weren't a lot of places you could do that without at least getting a look.

A dirty alley trading for some floor polish, though? Perfect spot.

"Right..." He waited for a moment to see if Peter would let him go. He didn't, "Uh...Urich, yeah. I remember him. Jumpy little fucker, but he paid his dues." He wiped the sweat off his brow. Peter thanked whatever God was out there that the slimeball hadn't pissed himself, "So he comes to me a month ago for his usual hit. Little candy here, some powder there. Speaking of you sure I can't interest you in."

The next punch hit the other side of the brick wall next to him.

"Alright, just askin'!" He smiled, but it was obviously forced, "So anyway the bossman tells me that he wants Urich for somethin'. Just a talk, he says. So next time he comes over for his hit I go and tell his boys he's comin' and they grab him for a chat."

"A chat...you actually buy that malarkey?"

"Hey if the boss says he's havin' a chat then he's havin' a chat. You don't ask questions."

"Guess not..." Peter pursed his lips "You know where they took him?"

"Th-They got a warehouse not too far from here. Heard a rumor it's where the bossman goes for a chat. It's on Lincoln street, little place next to the bakery."

"...Thanks."

Peter let him go. The adjusted his messy suit and looked up at him warily, "Uh...don't mention-"

Peter punched him in the face. Hard. The brown suited gremlin crumpled to the ground and Peter coated him a thick blanket of webbing. Couldn't have him run off to tell his boss the Spider was skulking around after him.

He took off his mask looked down at the limp sack. He thought about rifling through his pockets for a wallet before thinking better of it. He shouldn't have felt bad - the fink peddled salvation in a needle and turned lord knew how many poor schmucks into junkies always looking for their next fix - but some part of him still refused to sink to that level. May and Ben taught him a lot and despite everything some of those lessons stuck.

Least Hardy paid him again today.

He started walking towards the warehouse, although he knew it was a slim lead. Chances were that Urich would've been held somewhere else and if they killed him they would've just left his body as a warning like they did Unc-_ 'Stop thinking about it.' _He shook his head and walked, snow crunching under his feet. Everywhere around him people rushed and talked to one another about their plans for Christmas. The one day of the year they could forget about all their problems.

Peni needed one too. It'd be her first ever Christmas and the only one she could spend it with was a broken down teenager who could barely afford the roof over their heads. He had to solve this case quick, for her sake.

He sighed softly, his breath coming out a thin fog. He always hated the winter. Winter was when the bums got more desperate and by the next year there'd be less of them around. Maybe they died out there in the snow, or maybe they decided another year begging for food from the poorhouse wasn't worth it. He still didn't know what happened to old man Davison. He used to love hearing his stories about the war. Uncle Ben never talked about his.

Peter stopped and looked up at the downcast sky. What the hell was he doing with his life? He ran away because he was scared and so far he and Peni had survived, but how long could he keep this up? He couldn't raise a girl on his own. He had no idea how Yuri managed it, but that was how she was. She didn't let being a foreign woman stop her from being a journalist. She would've made this look easy.

A voice knocked him out of his thoughts, "Spare some change, pal?" He looked down to the right and saw an old man with a large, gray beard holding up a mug with some cents in it. An all too familiar (and depressing) sight in this city.

"Sure." He put a few cents into the cup and looked ahead to the warehouse. Didn't look anything out of place, but then again neither did the place he found Uncle Ben. The only way he could tell was the _smell_... "...Hey, you must see people walking around here a lot. Anyone go over to that warehouse there?"

"Now that you mention it there was a few," he said, "Real eye turner guys. Bunch of em were wearin' suits and a couple of em looked like circus geeks. There was an old man, hunched over lookin' like someone out of that old Nosferatu flick. And the last one...uh, don't know how to talk about him."

"...Thanks." He threw another couple of cents into the cup and walked around the back of the warehouse. He didn't miss the old man's description, "Hunched over old man..." Weren't many of those who hung around Osborn, so he could only mean Toomes. His hands shook and he gripped the holstered revolver at his right side. He couldn't stop Osborn's entire crime ring, especially if it put Peni at risk, but putting a couple of bullets into Toomes, Osborn and his Enforcers was doable.

He put his mask back on and climbed up to the warehouse's roof. The gray clouds overhead provided enough shade to avoid making him stick out. He lowered himself into a crouch and quietly made his way over to the slightly open skylight. He didn't know what he was expecting to find here. Killing Toomes wouldn't get him any closer to finding Urich and Hardy wanted results. She wasn't paying him to go on a revenge spree.

Peter slipped through the skylight and landed on the rafters with a slight creak. He narrowed his eyes and looked to the huddled figures at the center of the empty space. Three guys in suits along with a hunched over figure, but where was the fifth? "Gotta get a closer look..." He jumped to get a better view and, when he saw their faces, he froze.

The Enforcers. Ox, Montana and Fancy Dan. He'd seen them around skulking around May's speeches. The first time he met Yuri was when she saved him and May both from their beatings.

And the last time he saw them was when Montana blew her brains out.

_"P-Peter..." It was the only time he saw her without that confident smile. Now Yuri was twisted, bloody and crying as they forced her on her knees. They were careless. They got caught and now they were paying the price. Peter reached out for her, screaming, crying, begging for them not to hurt her while Ox just kept shoving him back. Nothing worked. _

_But they chose to let him go. Just him. It was a warning for the Bugle - don't mess with the Goblin or pay the price. He was supposed to be the messenger._

_"Y-Yuri-"_

_"Get out of here, kid, or you're gonna be picking up pieces o' your dame off the floor!" It was Montana that said that. That smug prick. Behind him Fancy Dan pressed the gun harder against the back of Yuri's head._

_"Please don't-"_

_"Don't! Just run, Peter, just-"_

_And then the bullet went straight through her skull. What happened afterwards was a blur. Their struggling knocked off that statue and then the spiders came out. One of the thugs hanging around the Enforcers got eaten while the rest of them ran. Peter was too busy cradling Yuri's body that he didn't notice one of the eight legged nightmares climb onto his hand and bite._

He shook his head to dispel the thoughts and gripped his gun tightly. A part of him always resented his new gifts. If he'd only gotten them a few minutes earlier then Yuri would've survived and Peni wouldn't have had to grow up without a mom. The least he could do was use his new 'curse' to make sure Peni was cared for and make sure those bastards got what was coming to them.

"Ah, shit, these were clean boots too!" Fancy Dan groused. In front of the four was a bloody and beaten body that was long past the point of rescuing. Another one for the pile of bodies the Goblin's kingdom was built on.

"Sorry, Dan. Didn't think he'd struggle so much," Ox said. Peter clenched his free hand into a fist. The first time they tangled Ox put him to the floor with one hit to the gut. He was itching to pay him back.

"And where the hell is that other guy, anyway?" Montana asked Toomes, "He just said he had 'something to take care of'. Hell does that mean?"

"Do not question, unless you want to be the next on my plate." Toomes' raspy voice caused a shiver to run through his body. He sounded inhuman, like a someone who went through their entire life without a single drop of water. Peter watched with growing disgust as the seemingly decrepit old man hunched over and tore into the fresh corpse like it was a 5 star meal.

He was going to gun them down then and there. Screw asking for information on where Urich was, he and the rest of these parasites were going to die. Peter grabbed his gun and took aim when he heard the sound of stamping boots on metal.

"Fancy seeing you here."

Peter twisted and fired too late. Someone grabbed his wrist and wrenched his hand away just before he pulled the trigger. The revolver let out a deafening shot and the bullet impacted through the sunroof above them. Before Peter could do anything else another hand grabbed his throat hard enough to choke.

He was raised up in the air briefly before he was thrown hard against the opposite wall. Peter smashed into concrete backfirst and fell the rest of the way into the unforgiving floor straight on his face. He heard the Enforcers screaming something, but he couldn't make it out. Through blurry eyes he saw the revolver dropped a few feet in front of him and he crawled towards it. Wasn't too late to-

A black boot stomped on his outstretched hand with a loud crack. Peter bit his tongue to keep from screaming and glared up at the goon who did him. He looked like a freak even compared to Toomes. His boots and pants looked normal enough, but the skintight black material wrapped around his upper body looked like something straight out of a nightmare. Across his chest and back was a jagged white symbol that resembled some kind of twisted spider while the tips of his fingers were covered with sharp claws made out of a dark metal.

"...Who the hell are you?" Peter asked. He could taste blood on his tongue. The man's scarred mouth, the only thing he could see through the skintight black mask and goggles, split into a grin and exposed his sharp teeth. The glasgow smile on both sides of his jaw only made it look all the more monstrous.

"Your biggest fan. You can call me...Venom."

"Who the hell is this?!" Fancy Dan screamed.

"My inspiration." 'Venom' turned back to look at the encroaching mook, still grinning, "When I heard those three talk about what attacked them last night I knew he was out hunting. Turns out I was right."

"Hrrrghh..." Toomes stalked towards him and sniffed the air, "Leave some for me when you're done. Haven't had good meat in days."

Something about that made Peter snap. He reached out for the the gun with his left and curled two fingers back to eject a line of webbing with his right. 'Venom' barely had time to look back before the web reached his chest and Peter tugged it down while his free hand pressed the barrel of the gun straight at his chest.

He got off three shots before Ox charged towards him with a shout. Peter shoved the scarred freak off and hit the charging lummox with the butt of his gun. Before he even fell to the ground Peter shot him straight through his right eye.

It was the first time he'd really killed someone but in those few seconds the rest of the circus act was gawking he didn't feel anything but a grim satisfaction. One out of three down. He twisted his arm to aim for Toomes when another tug at his hand forced him back, "Don't think it's that easy to put me down." 'Venom' snarled. Toomes, Montana and Fancy Dan decided that was their cue to run.

_'Damn it!' _The revolver fell to the floor again and Peter focused all his attention to the big galoot in front of him. The bullet wounds were still there - big and round and bleeding - but if the freak noticed he didn't make it obvious. Peter blocked the punch aimed for his gut only for a harsh headbutt to follow after. His vision swam from the force of the blow and he was blearily aware that the dark cloth was stained with blood.

It was only when he got another hit in the jaw that he realized something was wrong. His sixth sense always warned him whenever anything was coming - a fist, a kick, even a bullet. Now it was quiet, and all he could do was try to pay attention where the next hit would come.

'Venom' slashed through his chest before Peter kicked him in the stomach to finally put some distance between them. The scarred freak grinned and let a few drops of blood fall on his tongue, "Haha..." He sneered, "Come on then, Spider. Don't let your gifts go to waste now."

"...You were at the docks."

"No, but I heard it all from Dan and the rest of his tagalongs. They told me about the spiders and when I laid my eyes on them I knew spiders I knew that it would lead to something special. Extracting their venom was...difficult, but look at me now. Better than the original, and when I bury you here there'll be no one left to fear the Spider. I can leave Ed Brock behind and truly become Venom."

The next charge had Peter on the ground with the freak on top. Clawed hands wrapped around his neck and the sick, green 'drool' that came out of the freak's mouth almost burned through his mask.

_'Can't die here.' _

In a last, desperate move, Peter shoved his hands through the still bleeding bullet holes. Brock screamed, an inhuman roar that nearly deafened him and Peter used the chance to shove him off. He webbed him to the floor and, still stumbling, grabbed the revolver and jumped back up to the roof. Below him he heard 'Venom' tearing through the webs but he didn't look back. He just kept running and running till he couldn't hear anything anymore.

He stopped only when he was sure he was alone. Peter tore off the blood soaked mask and let it fall to the snow covered roof, "Damn it..." By some miracle his neck only had a few scratches. He placed a gloved hand against his bleeding chest and grimaced at the warmth he felt even through the leather, "Thought I was the only freak in this town..." He coughed out blood and spat it over the edge.

He had to see Peni.

Peter clumsily made his way back down and stumbled back to his apartment. A few passers-by turned to look when they saw his sorry state but eventually he stopped drawing stares. In this part of town seeing a guy beat to all hell wasn't too rare.

He made it up to his floor just as Mrs. Millburn stepped out of his apartment. Her eyes widened and mouth gaped when she saw him, "Reilly, what the hell happened to you?"

"Where's Peni?" he growled. If he could just see her again he'd know one thing wasn't a complete mistake today.

"She's inside, but-"

He shoved past her and crashed through the door hard enough he almost collapsed.

The sight on the other side made him wish he did.

A woman with her back turned towards him, but he'd recognize that fire-red hair anywhere, "The Spider, hm? I didn't think you'd..." Mary Jane's no doubt scathing lecture stopped when she turned around and saw him fully. Her right hand raised to cover her mouth while her free arm easily held Peni close to her chest.

His little girl took one look at him and cried.

* * *

**Woof, looks like Noir's in trouble. First Venom has his usual obsession with him and now he comes home to Mary Jane and Peni covered in blood and slashes. How's he gonna talk his way out of this one? **

**As always the next chapter will be about Peni, this time trying to deal with her grounding. I'll be honest this is gonna take a bit longer to write since I don't exactly know what to do but I'm sure I can manage somehow :p**

**Anyway, hopefully Noir didn't come across as too weak this chapter. Venom being one of the rare few Supers, especially given that he's from the same base as him, was a surprise. Doesn't help that, similar to 616 canon, Venom is stronger than Spidey and doesn't ping the spider-sense. On the bright side this makes him a great arch-enemy/rival character for Noir the same way Octavius is a cerebral but weak villain who fights against Peni.**

**Question:**

**1\. Just curious, but so far between Noir's and Peni's segments which ones do you prefer? They each have very different feels and heroes so sometimes it feels like they don't belong in the same story.**

**Review Answers:**

**Dragon Rider 66 - Probably not. Wanna keep this a bit more localized.**

**JediRecall - If Noir found out about Peni's antics there's no way he'd approve. He'd absolutely explode that his little girl was out getting herself almost shot and kidnapped.**


	6. Soft Boiled Detective 3

**Feels like doomsday out there with recent goings on. Hopefully everyone's alright :/ On the 'bright' side it gave me time to get some writing done. Hopefully this one's alright.**

**Warning right now, the chapter gets pretty heavy towards the end so anyone who came here looking for Peni being cute and adorable won't find it by that point. I mean we might get it again later but the events of this chapter taint it heavily. **

* * *

**February 20, 1945**

Day 4 of being grounded.

Peni sighed and continued scrubbing the dishes. Ever since she came back all those nights ago Auntie Mary Jane was watching her like a hawk. From the second she woke up to her bedtime she was there, making sure she didn't run off. The only time she wasn't looking over her shoulder was during bedtime and when she had to go to the bathroom. And Peni figured that was mostly cause the shower window was too small to crawl out of.

Not that she hated working at the shelter. People here were nice and anyone who made comments about her eyes or her skin got one warning before they were banned. Auntie Mary Jane made it clear that anyone who was ungrateful didn't deserve their help. She vaguely remembered her and Grandma May arguing about it before when Auntie Mary Jane (literally) kicked someone out for calling her a dirty slant.

**'Distracted.'**

Spider skittered up her shoulder and she petted his head idly. Auntie Mary Jane always ignored him. She said before that she didn't like spiders and told her that she shouldn't talk to him when people could see. Spider didn't care much. Sometimes Peni wondered if he liked _her_ even though she always called him her best friend. If she wasn't the closest one she could bite would he even be here?

Shaking her head, Peni dunked the plate back down on the sink. She was just being moody and she knew it. Then again, was it wrong for her to be? It'd been days since she heard anything about Hiro and his family and with every day that passed she felt more and more helpless. Auntie Felicia promised that she'd try to check in, but so far she hadn't said anything. Peni had a feeling she already knew and was hiding things from her.

A scraping against the floor to her right jolted her out of her thoughts, "Need help?" Leah's soft voice asked. Peni gave her a small smile and nodded. Leah didn't talk much even now. She remembered back then when it took them days to even get her to say her name. Apparently her mom and dad just left her one day and she was sleeping on the streets till dad found her. Peni felt angry even remembering it. What kind of parents left their child behind?

"Are you okay?" Leah asked.

"Um...yes. Why?" Peni asked back uncomfortably. Leah was the only one who didn't know about their...odd family. She didn't know her dad was Spider-Man and she thought Spider was just a really smart arachnid. Auntie Mary Jane didn't seem like she wanted to tell her and so far they'd kept it a secret. Peni really wanted to tell her, though. It would've been nice to talk with someone her age about everything. Dad, Auntie Felicia and Auntie Mary Jane always treated her like a kid.

"Mama Em Jay is worried. And angry."

"Y-Yeah..." Peni grabbed another plate and started washing without looking at her, "I snuck out to visit my friend without telling her. I came back late and she got worried."

"Please don't fight."

"W-We're not fighting! She just grounded me..." Peni pouted slightly at that. She knew she got lucky. Auntie Mary Jane said that if she'd gone back any later she would've told her dad and that was the last thing she wanted. She promised him she'd be a big girl and stay strong till he came back. She didn't want to disappoint him, especially since she was the reason he wasn't here right now.

Leah was about to say something when Auntie Mary Jane called them, "Peni, Leah, could you two come help me here?" Peni hopped off her own stool (she hated being so short...) and trotted over to the front with Leah while Spider stayed behind. The people they helped didn't like spiders, "Alright, could you two help me serve? Lacey had to leave early and Miranda's still at home because of the baby."

"When can we see the baby?" Peni asked eagerly, almost forgetting about her problems.

"In a couple of weeks. Now come on, these people won't feed themselves."

Peni took her usual place and served the food. Most of the people there smiled and greeted happily but a few still didn't say anything when they saw her. She stopped being hurt by it and just ignored them back. Auntie Mary Jane said that as long as they didn't say anything bad to her they would still help them. Peni didn't really get it but did what she was told. She just didn't understand why people who needed help cared about the eyes and skin of the ones who gave them help.

It was about 5 in the afternoon when the last of the people finally left. Peni started putting away the plates when Auntie Mary Jane suddenly cursed, "Oh, damn it. Not again." Peni looked back and she frowned, "Alright, you didn't hear that." She also didn't get why the grown ups kept trying to avoid bad words around her. It wasn't like it hurt anyone.

"What's wrong?" Leah asked worriedly.

"Nothing, sweetie, just...I forgot to buy all the groceries we need for later." Auntie Mary Jane brought a hand through her hair and breathed out deeply, "Lacey was supposed to be the one to buy it but I guess she forgot. I gotta start cooking again before the others arrive later too..."

"I can do it!" Peni said, just a little too eagerly. She knew going to get information about Hiro wasn't going to happen but she really wanted to get some fresh air. And maybe doing this would let Auntie Mary Jane trust her again.

"Need I remind you that you're grounded?" The older woman raised an eyebrow.

"It's just shopping! I've done it before." She still looked down at her suspiciously, "You said we need all that stuff and you can't send out Leah alone."

The mention of Leah's name made Auntie Mary Jane's face soften and she sighed again, "...Fine." Peni smiled brightly, "_But _you better not go off anywhere. Straight to the market then straight back. I don't wanna hear from Felicia that you went to the Black Cat or something!"

"Promise!" Peni said, and she didn't even cross her fingers behind her back. She just wanted Auntie Mary Jane not to worry about her anymore.

"Alright then. Go to Mr. Trapani, he knows what we need." Mary Jane handed her the money, "Oh, and take Leah with you. She'll tell me if you try to sneak off. Won't you?"

"Yes, Mama Em Jay." Auntie Mary Jane ruffled the younger girl's hair while Peni huffed. She still didn't trust her.

They said their goodbyes and Peni picked up Spider on the way out. He hid in the collar of her coat while she and Leah walked to the the Trapani bakery. Mr. Trapani was an old client of her dad's who he helped out once when his daughter got kidnapped by some bad men who wanted money. Dad didn't accept payment and just asked for a discount, which Mr. Trapani was happy to accept.

"Where's your friend?"

"Huh?" Peni looked to Leah.

"You said you visited your friend. Are they close? Is that why Mama Em Jay's afraid you'll sneak off?"

"N-No, it's..." The question was a blunt and painful reminder of how much she'd messed up, "Hiro and his family had to move out of the city. I wanted to spend more time with him so I lost track of time..."

"Oh, okay..."

She didn't know Leah believed her. The rest of the walk was quiet and it was only broken when they got to the bakery. Mr Trapani greeted them with a big smile and laugh, "Peni, Leah, good to see you again!" Peni accepted the hug while Leah shrunk back behind her. Leah didn't do well with strangers, "Let me guess, Mary Jane's planning a big dinner again?"

"Yep! She said that you already know what she needs?" From behind she already saw Lila walking out of the kitchen.

"That I do. Lemme go get it for you."

Peni waited and let the smell of baked bread calm her. She like Mr. Trapani. He was old with a big, bushy mustache and a belly that he got from 'personally testing his creations', or at least that's what he said. His daughter was the opposite with lightly tan skin, long brown hair and blue eyes. Sometimes Mr. Trapani joked that she got all of her looks from her mom.

"Oh, hello Peni. Come to visit?" Like asked sweetly.

She didn't like his daughter much. It wasn't that Lila was mean - she was actually really nice - but even Peni could tell she liked her dad. Mr. Trapani even joked that it was the only reason she still hadn't gotten a suitor or married even though she was already 21. Peni didn't like it. At all. Dad was dad and she didn't need a new mom. She already had Auntie Mary Jane and Auntie Felicia.

"Just buying some stuff!" Peni forced herself to smile. Lila wasn't mean or anything so she felt bad for not liking her.

"Oh. Is Peter around?"

"H-He went out!" she said just a little too quickly. Before Lila could say anything back her dad came back out with a bag full of bread and Peni accepted the groceries happily. She even made sure to buy a croissant for Leah with the change they had and they left after promising they'd come for dinner when her dad came back.

They were halfway back home when Spider suddenly skittered in a panic, **'Danger.'** She felt the all too familiar tingle at the back of her head and she looked back. There, in-between the crowds, was a large man dressed in a trenchcoat that made him look even bigger. Peni looked at his face and almost froze. He was old, probably ten years more than her dad, with a big beard, a bald head and a scar that that went from the upper right side of his face to his jaw.

And he was looking right at her.

Peni snapped her head forward and quickened her walk. He was following her, she knew it, "Peni?" Leah grabbed her arm, a worried look on her face. She knew something was wrong.

"Leah, listen to me. You have to run."

"Wh-What? Why? What's wrong?"

"Just run. Run to Auntie Mary Jane and tell her..." Tell her what? Her dad wasn't here, he couldn't save her, "T-Tell her I'll be back soon." She couldn't rely on anyone else but she knew she couldn't fight back. All she could do was run away, hide and then go to Auntie Felicia's when she lost him. Criminals and other bad guys couldn't her there. She'd be safe.

"B-But-"

"Promise."

She didn't get a chance to say anything. As soon as they passed by an alley Peni dropped the groceries and ran in a dead sprint to the chainlink fence. There was a hole there she could slip through. Leah ran back home while the big, trenchcoated man cursed and ran after her, "Get back here!" he shouted in a thick Russian accent.

Peni resisted the urge to look behind her and slid into a crawl when she got to the fence. She was halfway through when he caught up and grabbed her left leg, "Do not be making trouble for me now!" he shouted in broken English. He started pulling her back and Peni shrieked, kicking at his face again and again.

Eventually she got lucky and made to him straight in his right eye. The big man scream and Peni scrambled through the hole in a panic. She pulled her legs through the gap and whimpered when her left leg scratched the edges of the hole, "Ah..." She pressed both hands against the cuts and felt blood on her fingers. It hurt, but she couldn't stop now.

She kept running till she reached the other side of the alley, "Gotta hide, gotta hide..." Could she hide in a crowd? No, not enough people and even if she did they wouldn't help her. They'd just think he was another guy looking for someone else to put into the camps.

Peni ducked into another alley and quietly got in the first unlocked door that she saw, "Wh-Where...?" It looked like the back kitchen of a diner. She caught sight of a man with his back to her cleaning the booths; he still didn't notice her.

She was about to find a place to hide when Spider skittered again.

**'Blood.'**

She looked down at her bleeding left leg and winced. Spider was right; he could use it follow her. She grabbed a tower and pressed it against the cuts to keep the blood from dripping down to the floor. She slowly walked to the cabinet, still making sure the towel was pressed tightly against her leg, when she slid inside and closed the doors. She peeked through the small crack and waited.

The big man crashed through the doors. Peni flinched and covered her mouth with both hands to keep from screaming. Be quiet, be quiet, _be_ _quiet_, "Hey, what the hell?!" She heard footsteps and the same man from before stomped up to the Russian stalker, "Didn't you see the sign up front? We're closed! Get outta here before I-"

The big man pulled out revolver from his coat pocket and shot the employee twice in the chest. Peni clamped her hands tighter as the urge to scream rose, "Feh..." He kicked him to the side and grabbed a key from the poor man's pocket, "I know you are here, little girl. Come out and make this easy." He shouted, "Nothing? Fine then, let us be making this a cat and mouse game if you want."

He locked the back door and stomped out to the front of the diner, checking the tables and booths as he went. Peni shut her eyes briefly and, after counting to three and wrapped the towel around like a makeshift bandage, slowly opened the cabinet doors. She crawled out to the bloodstained floor and cried at the sight of the dead body just a few inches way. It was her fault...

"S-Sorry." She crawled to the door and shook the knob. Locked, of course, and he already did the same to the front door.

**'Key.'**

"H-How do we get it...?" If only she had her webshooters or her grenades. She could've just tied him down then grabbed it.

**'From him.'**

"But _how?_"

Peni ducked under the counter just before the big man looked back. This time she couldn't stop herself from letting out a whimpering cry. This was too much. Even when she got caught in the camp she had her gadgets and others to help her. Now she was alone with just Spider and a man who wanted to hurt her because of something she didn't even know about.

**'Calm. I am with you.'**

She didn't calm down, but she did manage to grab a knife. She held it close to herself with shaky hands while Spider jumped from her shoulder to the counter, "W-Wait, please don't leave me...!"

**'Setting trap.'** Following Spider's mental instructions, she set the pot of water on the stove to a boil and emptied a bottle of ketchup on the floor. It didn't take long for the water to become scalding hot and Spider attached a small line of webbing to the side of the pot,** 'Lure.'**

"A-Are you sure?"

**'Only way.'**

Taking another deep breath, Peni made her way to the rightside ext and let out a scream. The big man immediately saw her and grinned, "Ha, there you are!" He charged towards her and she ran back into the kitchen. She jumped over the puddle of ketchup and pressed herself to the side. He didn't catch the ketchup and, with a loud scream, he tripped and fell on his back just before she tugged hard and tipped the pot over.

The scalding hot water fell straight towards his face. The big man screamed and trashed around. Peni rushed to his side and grabbed the key sticking out of the coat pocket while Spider jumped back to her shoulder.

She turned to run when he suddenly grabbed her injured leg and tripped her to the floor. The key clattered out of her hands and fell under one of the low cabinets, "You little bitch!" She tried to reach for the key. He pulled her back and grabbed her other foot, "You lucky big payday for alive head! Or else I would-"

Peni grabbed the knife and cut his wrist. He pulled back his arm with a scream and and kicked him in the face again to free her other leg, **'Run.' **Forgetting the key entirely, she ran to the diner proper and hid behind one of the booths while the big man stumbled after her, **'Blind.'** She shook her head. Not blind, at least not completely. The hot water hurt his eyes, though.

"You are looking for this?" He held up the key tauntingly then put it back in his pocket, "No more sneaking around, little girl! Come out and we go!"

**'Through him.'**

Peni didn't say anything and crawled around the other side of the center booths while he walked on the other, "Come out, little girl. Aleksei will forgive you if you do." Her grip on the knife became shaky. Spider skittered to her wrist and she nodded down at him.

She waited till the big man's back was turned before she charged and stabbed his side. He screamed and, with her sixth sense warning her, struck back to hit her in the face. She was too slow to dodge the hit and she was thrown on her back from the force of the blow.

Peni tasted blood but she grabbed the knife and forced herself to run just before the big man pulled out a revolver and shot at her. The bullets barely missed her feet and she jumped over another counter and crawled under more tables till he lost sight of her. Peni could barely hear anything besides the sounds of her own heartbeat. She wanted to scream, to cry, to wipe her hands till she couldn't feel the blood anymore.

**'Calm. I am with you.' **

"Last chance, little girl! Come before Aleksei decides you are not worth the trouble."

**'Distract.'**

She shared a look with Spider before she reluctantly nodded and let him fall to the floor. Her best friend slipped past the big man, who was getting closer and closer to her hiding spot, and climbed up the table on the other side of the room. He jumped on an empty bottle hanging close to the edge and forced it to drop on the floor.

The sound made him turn around and fire. Swallowing down all her fear, Peni charged towards him and jumped. He barely had time to scream before she grabbed his back and stabbed him in the chest. She pulled the knife out and made to stab him again when he grabbed her head and slammed her to the ground.

She let out a loud cry of pain and when she looked up the gun was aimed straight at her head. He opened his mouth to say something before Spider jumped straight to his head and bit down on his eye. The big man stumbled back in a panic and dropped his revolver. Peni crawled towards it desperately and grabbed it just before he pulled Spider from his face and was about to crush him.

Peni raised the gun and fired. The gunshot was deafening and she barely even realized the pistol flying out of her hands from the recoil. But it worked. The bullet hit the big man straight in the gut and he fell on his back, blood pooling around him. Peni shivered and almost threw up till Spider climbed to her palm. One of his legs was broken but apart from that he was alright.

She stood up shakily and started searching his pockets for the when her sixth-sense tingled again, "No!" The big man suddenly shot up and grabbed her by the neck, slamming her to the ground, "You are not worth trouble!" His grip on her neck tightened and she couldn't breath. Through her fading vision she barely saw the knife just within arms reach.

She grabbed it and cut his face. He screamed and she stabbed him again and again and again. By the end of it she was on top of him and stabbing his face and neck long after he'd stopped moving.

Peni would've kept going till a pair arms suddenly wrapped around her and pulled her back, "Peni! That's enough!" That was Auntie Felicia's voice. Peni's grip on the knife finally loosened and the blade clattered to the floor with a dull thud.

She didn't say anything. She just grabbed onto her aunt tightly and cried, ignoring the pain from his injuries and the feeling of blood on her skin. Felicia hugged her equally tight and whispered into her ear.

"I'm here, Peni. It's going to be alright now. It's going to be alright..."

* * *

**Woof, that was rough. Looks like Peni's got her first kill under her belt, and all at the ripe old age of 10 years old. Hopefully Felicia can help her get through the first kill jitters since I get the feeling that's not the last time she's going to be doing it. **

**And yes, I blatantly stole that scene from The Last of Us and the flashback level of the new Mordern Warfare. Hey, not my fault they also wrote scenes of little girls fighting giant, deranged killers. **

**Question:**

**1\. Taking the Bioshock Infinite inspiration further, what would you guys think of Noir and Peni fighting like Booker and Elizabeth? I mean like Noir does all the shooting and frontline combat while Peni ducks around the area using gadgets (her equivalent of Tears) to support him. **

**Review Answers:**

**Dragon Rider 66 - Unlikely. I want this story to be more self-contained and adding extradimensional Spiders ruins that.**

**JediRecall - Noir doesn't know. If he did he would ground Peni so hard.**


	7. Spider-Dad Noir 4

**Another Noir chapter. I imagine a lot of people will skip this cause it seems like Peni's segments have become the main draw for most readers despite them coming along only after the first chapter came out.**

**Guess it makes sense since Peni's character is far more likeable than Noir and and she has to deal with more crap due to being Half-Japanese in the time of WWII. Noir mostly gets in trouble by doing stuff like running away from his support network. **

* * *

**December 21, 1934**

Damn it all to hell.

Peter stared at his bloody reflection with a grimace. He looked like death warmed over. His entire face was bloody and he was damn sure he'd be bruised for the next couple of days. His right eye was swollen shut and he when spat there was more blood than saliva. No wonder Peni cried when she saw him - probably looked like a monster straight out of Frankenstein or Nosferatu.

He brought his hands under the cold torrent of water and watched the blood drain down the sink. He was stalling and he knew it. Mary Jane was out there, out there holding his baby and waiting for an explanation, "Shit..." He cupped the ice cold water between his palms and and splashed his face. The chilly water clung to his skin and when he peeked between his fingers he saw blood dripping down his face in droves.

Would it have been better if he came back with his mask on, he wondered. Then he could've just played it off, said he was Spider-Man looking for leads. Now Mary Jane had to see her childhood friend, the guy who could barely hold himself together when the thugs came a' knockin', looking like he'd come straight out of some kind of horror story.

He wiped away the last of the blood and took a deep breath. No use stalling. He opened the door back to the makeshift office and winced at the sight on the other side. Mary Jane sitting on the chair on the other side of his desk cradling Peni in her arms. She smiled softly and gently rocked Peni, his little girl cooing softly as she drifted back into a peaceful sleep.

The picture was more painful than he wanted to admit. He wasn't an idiot; he knew there was no chance for Yuri and him. She was too independent for that and there wasn't gonna be a future where they played happy family. Still, seeing Mary Jane like she was now made him wonder. When he was younger he had a crush on her, something Aunt May wholeheartedly supported. Eventually the feelings died out when he realized he wasn't in any position to support a lover, let alone a wife.

Especially not now. She deserved better than a broken down runaway with a daughter.

Shaking his head, he closed the door behind him and took a seat at his usual chair, "You're really good with her..." he said softly. She looked up and her smile became more forced, "...You can put her down back in her room. She only cries when she's hungry or needs a change."

"It's fine." She sat Peni up and started patting her back. Peni didn't make a sound, "I have to admit, this isn't how I expected to see you again. I was prepared to come here and ask the miracle detective to find you."

"Sorry to disappoint you. Guess the reality's more disappointing, ain't it?"

"Don't even joke about that," the words were unexpectedly harsh and low. Peter stat up straighter in his seat and looked at her narrowed eyes, "Do you have any idea how worried May and I were? May's gotten herself sick with thinking about you. What were you thinking, especially after what happened to Ben?" Peter flinched but didn't say anything. It hurt, but she was right. May probably thought he was dead now.

"I-"

"Why did you run? Is it because of her?" Her eyes flickered down to the sleeping baby in her arms and her harsh gaze softened, if only just barely. Mrs. Millburn told him once that the only reason she kept housing them, besides the rent, was because because of Peni, "...What's her name?"

"Peni." Peni Parker or Peni Watanabe, they never really decided. Didn't really matter in the end.

"Peni, hm?" She bit her her lower lip and asked softly, "...She's yours, isn't she?"

"Yeah." No point in lying now. Mary Jane closed her eyes and took a deep breath, considering her next words. He expected her to scream at him, to punch him in the face cause he was in idiot.

She didn't do either, "...Who's the mother?"

"You remember Yuri?" he asked back softly.

"Oh." Her eyes widened for a brief moment and she looked back down at Peni. For the first time she seemed to finally notice her tanner skin and dark hair, "I...sorry, this is pretty surprising for me."

"It was a one night stand," he said without any prompting. Mary Jane just looked on quietly, waiting for him to continue, "We got drunk one night and...things happened." God, he sounded like such a mook, "Neither of us realized till later when she started throwing up in the morning. Thought she would've aborted, but Yuri said she was keeping her and didn't expect any help."

"Ms. Watanabe was found dead in the docks a couple of months ago."

"Osborn's enforcers." One of whom was dead by his hands. Just two more and Toomes left, "I was there. I managed to get away, but Yuri..." He shut his eyes and looked away. Even now it hurt to talk about, "Me and Yuri were the only ones who knew about Peni. If Osborn found out about her I doubt he'd let her being a baby stop him from doing something. So I ran."

"Why didn't you tell us? Me and May would've-"

"Would've what?" he suddenly snapped, "What was I supposed to do, Mary Jane? Tell you both that I had a kid with a woman you both barely knew? That I got myself tangled up with Osborn and if things changed I'd be dead next to Yuri on those docks? I didn't...I couldn't-" he took a deep breath, "I ran because I didn't know what else to do."

"Why not_ trust us?_" Peter didn't answer, "Peter, May raised you since you were practically a baby and I've known you for almost ten years now. Do you honestly think we'd abandoned you?"

"I don't know what to think," he said softly, "I love Aunt May, but even she has her prejudices. Do you honestly think he'd just welcome Peni with open arms?" A bastard half-breed, that's what most people would call her. May was open to a lot of things but he wouldn't be able to take it if she tried to put Peni up for adoption. He wasn't in any way a good dad but it was better than hoping some good samaritans would take pity on her.

Mary Jane chewed on her lower lip and looked down at the baby in her arms, "Running away would only sour her more, don't you think?" She asked back. Again Peter didn't reply, "Whatever your feelings are she deserves to know, Peter. For Gods sake, she honestly thinks you're _dead_. Do you have any idea how hard it was to get to keep going? She thinks she has no one left."

"I'm sorry, okay? I know that's not good enough but I don't know what else I can say." His face was throbbing now. He ignored it, "Look...I can sit here apologizing till Christmas comes but that won't do anything. Right now Peni's my priority and I have to go out and work so she has a roof over her head. Just...go back and tell May I'm sorry. I gotta go."

"So that's it then? Two months of you being missing and the only thing you can say is 'I'm sorry, just go'?" She laughed bitterly, "Are you even planning to explain the state you're in?" Her focused shifted to his swollen shut eye, "You're the miracle detective, the one who apparently doesn't hesitate to get involved with the gangs and organized crime. I'm supposed to tell May that?"

"Things have...changed." Not many people knew about his abilities. Wasn't like he advertised, "That night at the docks...the reason I got away is because the thing the enforcers were smuggling in got loose. And they gave me this."

He shot a net of webbing up to the ceiling. Mary Jane's eyes widened and she held Peni closer to herself. She was scared and he didn't blame her. There was a reason he stuck to climbing and using his fists, "Wh-What...?" She looked up blankly at the black silk that clung to the ceiling, "What is..."

"My new 'gifts'." He flipped up and grabbed the back of the chair with one hand. Mary Jane looked, mouth parted, as he balanced upside down with nothing but his fingertips. He held the position for a few seconds before he flipped and landed in a crouch on top of his desk, his face inches from hers, "You wanna know how I survived these past two months? There's your answer."

"So...you got circus training?" she said, obviously trying to lighten the mood.

"Funny." He smiled wryly and flipped back to his chair, "You don't have to worry about me, I can take care of myself. I'm more wore about Peni. These 'gifts' won't help if she doesn't have a room or I can't buy the milk to feed her. That's why I can't just drop everything for a reunion. Right now I'm investigating some dangerous people and I the longer I have nothing to show for it the harder this case gets."

"What do you want me to tell May, then? 'I found Peter but he doesn't want to see you just yet'? Do you know how much that'll hurt her?"

"I don't have a choice, Mary Jane." He snarled. She shrunk back at the sudden, harsh growl and he winced, "...Sorry. All I'm saying is that maybe it's for the best if you don't tell her just yet. Not while this is happening." The last thing he wanted was her and May getting targeted by Osborn too. Bad enough he put Peni at risk with his jobs.

"...Till Christmas," she said slowly, "I'll tell May I talked to the miracle detective and that he's out searching for you now. I'll give you till Christmas to fess up on your own or I'm telling her myself. And don't even try to run or find a new place. I'll find you, even if it takes months or years."

"You're not giving me much choice here." He sighed, though there was some fondness in it, "...Fine then. We'll see if I can solve this case before things get too out of hand." Nevermind the fact that he'd already killed one of the Enforcers and was planning to mop up the rest with Osborn as a finisher. _That_ would've gotten him more than a few glares, "Just...talk to Mrs. Millburn and tell her to look after Peni. We have an arrangement."

"I can do that." She raised a hand to cut off his protest, "Honestly, Peter, I know how to take care of a baby. I took care of Gayle's kid for a couple of months when she and her husband were on the outs. I'd like to think you'd trust your best friend over a woman who you've only known for a couple of months."

"I can never argue with you." He leaned back on his chair and looked at at the webbing stuck to the ceiling, "Fine, just...be careful with her. Peni's not fussy but she doesn't like strangers so you'll need a few days for her to get used to you."

"I'll be fine. Just do your miracle detective thing."

He got Peni from her arms and slowly walked her back to her room. He set his little girl back down into her crib and smiled softly at her sleeping face, "I'll see you later, okay...?" He brought a hand through her short, dark hair and turned to leave, unaware of the small, black spider that jumped from his sleeve and hid under her blankets.

He patched himself up as best he could and walked the familiar way back to the Black Cat. Lippy almost didn't recognize him considering half his face was covered in bandages and his swollen right eye was blocked by gauze. Worked out for him. The last thing he wanted was for anyone in this place to get a good look at his face. Part of the reason he was so successful was cause he blended into the crowd.

Peter knocked on the door and froze at the face that greeted him, "Hmm, a visitor?" Norman Osborn looked down at him with a smile that didn't quite reach his eyes. Peter almost grabbed for his gun on instinct before he remembered he'd left them by the door. He clenched his hands and straightened from his hunched position till they saw eye to eye. It would've been so easy to reach out and snap the bastard's neck then and there. He could fight his way out of the club with his powers and it'd be worth it to make sure he paid for Uncle Ben and Yuri.

Unfortunately that was when the illustrious Ms. Hardy cut in.

"Yes." Felicia slipped past Osborn and smiled, "A private investigator I hired. I've had a few clients who think that they can get away with not paying their dues just because I'm a woman. I aim to prove them wrong."

"You know if you wanted you could've asked me for help." Osborn laughed.

"And what use would that be to me? They'd simply fear The Goblin and my own reputation diminishes because I asked for your help. No, better this way. At least then people will know the consequences of crossing me." She crossed her arms and looked up at him without a hint of fear, "Now, our business is concluded so I suggest you leave."

He smirked and, without any warning, leaned down and kissed her. Peter almost looked away in disgust before he saw the look of hate and revulsion in Hardy's eyes. The hands at her sides shook and the contact lasted for only a few more seconds before Osborn pulled back and, still smirking, walked down the stairs like he owned the place.

Hardy wiped her mouth with the back of her hand and barely held back a sneer, "...Come inside." She closed the door as soon as they were alone and led him back to the bedroom. It was clear by her nightgown and the smell of something all too familiar in the air that they just had sex, "Sorry you had to see that."

"What you do on your own time is none of my business." He scoffed. It was the truth, though seeing Osborn on his own was enough to sour his mood.

"He's a repugnant man." She poured herself a glass of wine and sat on the bed, her legs crossed. He did his best not to stare at the long swathes of exposed flesh, "But if you want to operate in this town you have to deal with him."

"Guessing he doesn't ask for a cut of the take."

"No, and I sorely wish he did." She smiled up at him sardonically and took a graceful sip of the crimson alcohol, "You came here for something, I assume. Maybe to tell me that you actually found Urich's blackmail?"

Peter's eyes narrowed. She knew, "Would it matter if I did?" he asked back neutrally, "You hired me to look for your friend. Anything outside of that is none of my business."

"Mr. Reilly, if that's even your name, I think we both know the chances of us finding Ben alive, or even in one piece, are slim to none. The Goblin is thorough and he doesn't tolerate resistance. Even him coming here was a show of force to remind me that if he wanted he could simply take the Black Cat out from under me and that there'd be nothing I could do about it."

"What does that have to do with me?"

"I would like to re-negotiate our contract." Well now...this wasn't what he expected when he came here. She set her glass down at the nearby table and leaned forward with her hands clasped, "Help me stop the Goblin and I will pay any price you wish."

"You want to go up against the biggest crime boss in the city with just a private eye? I can't tell if you're delusional or just plain suicidal."

"Ah, but you're not _just_ a private detective, aren't you?" She smiled coolly, "I know you're hiding it, but I'm well aware that something is watching out for you. I don't know if it's some kind of divine providence or dumb luck but you've survived things most people wouldn't and shouldn't have. Besides." This time she smirked, "I saw from the look in your eyes that you hate him too. That's why you killed that lummox Ox, isn't it?"

"...How do you know about that?"

"News travels fast in this line of work. Granted no one knows it's you but I had a hunch...that you just confirmed." His eyes narrowed, "Oh don't look at me like that. If I wanted to I could've given you up to Osborn in exchange for a favor, but I'm not so short sighted. A favor from the Goblin is always weighed in his favor. I want him gone and his entire 'family' eradicated. And I think you're the one who can help me do it."

"Even if I agree, what makes you think I trust you?"

"You shouldn't, at least not in me doing this for some selfless crusade. But there are two things I do want that you know are true: I want revenge for Urich and I want my business safe from his crude attempts at takeover. If you can't trust me then trust in my self-interest. I won't betray you, and I'll ensure none of this falls back to anyone but me." Nothing. His spider-sense was quiet, "So..." She reached a hand out with a surprisingly nasty smile, "Do we have a deal?"

"...We have a deal." He took her hand in a firm handshake. Something told him he was going to regret this.

* * *

**Well, didn't take long for Noir to go from 'find the man and wipe away the debt' to 'let's go kill a Goblin!'. Then again two of the people he loved most ended up dead cause of Norman so you can hardly blame him. **

**Anyway, next chapter will be Peni dealing with the aftermath of her Rhino hunting. Something tells me Mary Jane ain't gonna be happy about this.**

**Question:**

**1\. Should I switch the alternating chapters and give Peni and Noir two chapters each? before shifting? If so Peni will get two chapters to herself come the next updates before we go back to Noir.**


	8. Soft Boiled Detective 4

**Hey-o! This chapter's quite a bit lighter than the last one, though that's not exactly hard. I wanted to focus more on the familial aspect of Peni's odd mish-mash of a family unit. Don't worry we should have more drama by the next chapter. **

* * *

Peni sunk into the tub and closed her eyes, letting the warmth of the heated water calm her. Auntie Felicia took her back to the Black Cat without anyone seeing her. She knew as much about the back alleys as her dad did and they managed to avoid the police and anyone else. After that she sent her to the bathroom and told her to clean up while she called Auntie Mary Jane to tell her she was safe.

She was so calm during all of it, all her words clear and without any hint of hesitation of fear. Peni felt jealous of her. As much as she wanted to grow up fast she knew just how much of a kid she really was. If it hadn't been for Auntie Felicia she still would've been in that restaurant where the police (or worse) would've gotten her.

She splashed water against her face to wash away the tears that threatened to spill out. It wasn't her fault, she knew that. That man - monster - would've caught her and taken her to Spider only knew where if she didn't...didn't...

Peni looked down at her hands._ She still felt the blood on them-_

**'Calm'** She almost screamed at Spider's sudden call. Her best friend climbed up to the side of the tub, completely ignoring his one broken leg. She pressed her lips into a thin, wobbly line and grabbed him in-between her water soaked hands. Spider was always so sure of himself. Even now she knew the only reason she hadn't broken down completely was because Spider shared his control with her.

"...Spider?" she said, so rattled she forgot to ask it in her head.

**'Yes?'**

"How are you so okay? This is..." The first time she'd ever killed anyone. She knew her dad killed, that Auntie Felicia and even Auntie Mary Jane had killed, but doing it herself was a different thing entirely. They tried to hide it from her, but she always knew. Her dad killed to protect her and other people and if he'd been there with her tonight he would've killed that man without hesitating.

So why did she still...

**'Killed before.' **She saw brief flashes of distorted images. Not enough to see everything, but enough to understand. Her dad had nightmares sometimes. A lot of the time it was about how mom died. Even now he refused to tell her, always said she was too young, but Spider didn't think so. He told her about that man Osborn sending his men to take Spider and the rest of his family and how when they broke out one of them bit her dad.

It was why Spider went to her above everyone else. She was special because her dad was.

**'No.' **She smiled slightly. Sometimes Spider told her that it wasn't just because of that, that it was because she was smart and a good host all by herself. Peni wasn't really sure if she believed him about that.

She put Spider on top of her head and sunk low until she was up to her nose in hot water. If nothing else she was glad Spider was here. Even before tonight he'd always watched out for her. She couldn't count just how many times he'd saved her when she went down the wrong alley or made the wrong person mad. Spider always got annoyed and said that he should have picked a more cautious host but he was always there by her side through it all.

A sudden knock at the door made her jolt up, "Peni?" Auntie Felicia's voice came from the other side of the door, "When you're done with your bath just come to the bedroom, okay? I'll leave clothes here."

Peni didn't reply and just closed her eyes. It wasn't her fault, she said again. It made her feel a bit better.

Eventually she pulled herself up and dried herself off. She cleaned up Spider too, gently rubbing at him with the hand towel while he clicked his mandibles in annoyance. Spider never liked taking baths. He said he cleaned himself just fine with his mouth but she always thought that was gross. He ate flies and crawled around everywhere! No way was she gonna let him climb all over her if he didn't wash.

She put him atop her head again while she changed into the white dress Auntie Felicia got her, "How's your leg?" she asked softly.

**'Fine'**

Meaning it really wasn't. Peni sighed and cupped him between her palms again. His second left leg was still bent at an awkward angle. She gently touched it and shrunk back when Spider hissed, "S-Sorry." She pressed him softly against her chest and slowly walked back to the bedroom. She'd slept over sometimes before, usually when her dad was on a case and he needed to be sure she was safe. He was always protective of her.

Auntie Felicia was there when she arrived. She looked up from her seat on the table, face still hidden from behind her white mask. As far as Peni remembered she'd never seen what she looked like without it. Her dad said she didn't wear a mask around her when she was still a baby and only started when she started talking. Auntie Felicia said it'd scare her if she saw what was underneath and no amount of begging could get her to take the mask off.

"You were in there a while." She crossed her right leg over her left and gestured to the cup on the other side of the small table, "Got you some hot chocolate. Your favorite."

"Th-Thank you." She sat on the chair across and carefully took the mug in her hand. Peni took a few tentative sips while Auntie Felicia just watched her. She tried not to think about how creepy it looked because of the mask.

"I told Mary Jane about what happened." She tapped her finger on the table, voice even, "She wasn't happy, as you could expect. Apparently Leah just ran in there screaming that a big, scary man was chasing after you. If I hadn't told her she'd still be out there looking for you." Peni winced, "Don't blame yourself. Both of us know it wasn't your fault."

_Then why did she still see his screaming, bloody face?_

"I...I killed that man..." she said softly. That other man, the one who was watching over the restaurant. It was because she ran there instead of-

Auntie Felicia suddenly flicked her forehead. Peni was so surprised she almost dropped her cup, "Stop thinking about." Auntie Felicia sighed.

"I wasn't-"

"Don't even try. I've known Spid- Peter for over 10 years now and you both have that same look on your face when you put the weight of the world on your shoulders. You did what you had to do, Peni. That's all."

"...I didn't want to kill him," she said eventually. Peni looked down at the murky, brown drink and refused to look her aunt in the eyes.

"But he would've killed you. Or taken you God only knows where." She sighed again, "You shouldn't feel guilty for defending yourself, little spider. If Peter or Mary Jane or I'd been there we wouldn't have made it quick." Peni shivered at the harshness in the older woman's voice, "And that other man who died isn't on your shoulders either. That big galute was the one to kill him, not you."

"But he wouldn't have gotten killed if I didn't-"

"Were you just supposed to let yourself get taken?" Auntie Felicia interrupted. Peni didn't answer, "No, you wouldn't. Do you have any idea what that would've done to us? It wasn't your fault. That trenchcoated mook killed him and that's the end of it."

"...Did you talk to daddy?" she asked, mostly to change the subject.

"Tried to, but it's kind of hard to get in touch with him on short notice. We'll try again later." She tapped her finger on the table again, "Either way I expect he'll come rushing back here, S.H.I.E.L.D be damned. He only left to protect you so I imagine you being put in danger changes things."

"B-But what will the man with the eyepatch do if dad comes back?" Peni asked in a panic. She already got her dad in trouble once cause she wasn't careful. She didn't want do it again.

"I don't know, but I can't imagine he'll be happy. Or that Peter will care what he thinks." She laughed under her breath, "Either way it's not your problem. Don't worry, we'll take care of-"

"N-No!" She slammed the cup down and stood up. It was embarrassing just how little difference in height it added, "That man was after me! You have to tell me what he wanted or...or something! I can't just..." She couldn't just let them do everything for her again.

"Peni-"

"You can't always protect me! What if something happens to me or...or even Leah while you aren't around?! I should be able to-"

"Peni!" Her aunt's scream was enough to make her quiet again, "You think I like the idea of you being defenseless? Because I don't. But what other choice do we have? I saw how you reacted when I got there. When you killed that man." Peni flinched like she'd been hit, "Do you think you can do that again? Cause I don't think you can, and none of us want you to. You're just a kid. You shouldn't have to make that choice..."

"But what if I have to..." Peni mumbled as she sat back down. Even the thought of it scared her, but she couldn't just ignore. Auntie Felicia was right; if she hadn't killed that man he would've killed or taken her too.

"We're going to make sure that doesn't happen." She leaned forward and held Peni's right hand in a tight grip.

"...Could you at least tell me who that was and what he wanted?"

"I did some searching around. His name is - was - Aleksei Sytsevich, a Russian goon who'll take any job regardless of what it is. As for why he tried to take you, that's still up in the air. Do you remember he anything?"

"N-No. All he said was that...that he was supposed to take me alive." She bit her lower lip, "...Do...Do you think it's because of what I did a few days ago?"

"One would think, but it's quite possible it's one of Peter's old enemies holding a grudge. They might think cause they haven't seen him around you're free game." She crossed her arms stiffly, "Right now we can't be sure. All we can be sure of now is that you're in danger and for the time being you'll be staying here. If Systsevich could find you we can't ignore that someone else might."

"What about Auntie Mary Jane and Leah? Are they-"

You're the one they want, but I understand. I sent a few men who owe me some favors to watch over them. Don't worry, if anyone tries anything they won't have long to regret." Meaning they would kill them, "Right now all you need to concern yourself with is getting some sleep. It's...been a long day. I'll be right next door if you need anything."

Auntie Felicia made her way out. Peni almost begged her to stay, to tell her that she didn't want to be alone with just Spider, but the words wouldn't come. Instead the door closed gently and it was just the two of them.

**'Sleep.' **

"R-Right..." She nodded meekly and made her way to the bed. She set her best friend down on the bedside cabinet and crawled into the covers till nothing but the top of her head stuck out. The last time she'd slept over she was so excited. The bed was bigger and more comfy than the one back home and Auntie Felicia's cats always wandered in whenever they got bored. Percival - a big, fluffy Parisian that always sat on her face - was her favorite even though Spider hated him.

And then the nightmares started.

Peni tossed and turned on her bed. She saw the Russian man's face grinning and covered in blood, heard the way he laughed while his fingers wrapped around her neck. She tried to scream, to beg him to let her go, but he just laughed and laughed till she finally grabbed the knife and cut his face open and spiders spilled out of the gaping wound and ate her.

She woke up with a scream. Her body was covered in sweat and she'd tossed the blanket clear off the bed, "S-Spider..." She groped around blindly for her best friend when the door slammed open. She looked up and almost screamed again when she saw who entered. It was Auntie Felicia storming in with her gun raised...and she didn't have her mask on.

Peni bit her tongue to keep from shouting. Her entire face was covered in deep, ugly scars from forehead all the way down to her mouth. The skin was light and discolored and both her upper and lower lip had deep gouges on the sides and center.

But it was nothing compared to her nose. Most of it was gone, leaving nothing but a single hole surrounded by scar tissue. Years ago, so long ago that she barely remembered, she heard her dad say Auntie Felicia was lucky to be alive. She only realized now how true that was.

Felicia stopped when she saw her. The two of them stared at one another, frozen in shock, till her aunt suddenly turned around and covered her face with her face with her free hand, "I...I heard you screaming," she said softly.

"I had a nightmare..." She stood up and shivered at the cold night air that slipped in through the windows. Auntie Felicia still stubbornly faced away, "Auntie Felicia-"

"You're scared. I should go and-"

"Please wait!" She charged and practically tackled her aunt's back when she hugged her. Auntie Felicia's entire body stiffened and she looked like she wanted to push her away, "I'm not scared! Not because of you!" She hugged her tighter and pressed her face against her back, "Please don't go..."

"Peni..." Auntie Felicia grabbed the doorframe, hand shaky, "You don't have to lie. I know it's scary-"

"It's scarier being alone!" she had to stop herself from sobbing, "Please don't go..." She couldn't deal with this with just Spider. Even if he was her best friend there were things he didn't understand. To him killing people wasn't something you should ever make a big deal of. He was a born hunter, that's what he always said. To him killing to survive was something you did as soon as you could.

"...Promise I won't scare you?"

"I promise!"

Auntie Felicia took a deep breath and slowly turned around. Peni stepped back and looked her in the eyes. Despite everything that happened her eyes didn't have a scratch. Peni remembered before when Auntie Felicia joked that she was a pair of eyes without a face and her dad and Auntie Mary Jane got mad.

Peni stood on her tiptoes and touched her face. Auntie Felicia flinched but knelt down so she could do it easier. Neither of them said anything and Peni traced her fingertips across the scars, "Does it hurt...?"

"Not for years, little spider." She smiled. It was small, but it made Peni feel better.

Without a word they both lay down on the bed and Auntie Felicia hugged her close again. Peni hugged her back and snuggled close. As far as she remembered Auntie Felicia didn't like to get too close to her. Her dad told her it wasn't cause she didn't care, but that she 'kept people at arm's length' after what happened to her. The hug a few hours ago was the last time she'd held her in years.

Spider jumped from the cabinet and snuggled up to her cheek. Peni found her eyes drifting close and for the rest of the night she didn't have another nightmare.

* * *

**This ended up focusing a bit more on Felicia than I intended but I figured we needed a bit more of fluff after Peni being forced to commit her first kill. Next Peni chapter we'll go back to the plot and the next villain our plucky heroine will have to deal with. **

**Speaking of, a question:**

**1\. I'm considering a temporary ally before Noir returns so I currently have a list: Punisher, Moon Knight or Daredevil. All of them are anti-heroes but they each focus on different aspects - Moon Knight on mysticism and the magical spiders, Punisher on killing their way through the opposition and Daredevil on trying to unravel Octavius' web of corruption.**

**Which of the three would you prefer? **


	9. Spider-Dad Noir 5

**Been a while, huh? Sorry this took so long. You'd think being so short would make updating easier :/ Bright side I managed to write this up in just a few hours so that's something. **

**This chapter has an ending that changes the status quo for Noir. While he'll still fight Goblin, Venom and his other foreshadowed baddies there will be some additions. Read the ending authors notes to give your thoughts and whether we she stay the course or turn around. **

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**December 23, 1934. **

Growing up the way he did, Peter was used to hearing about the tyranny of the excess. Rich got richer while the poor got poorer. He'd seen enough proof for himself. War veterans and children left to starve on the streets while the fatcats upstairs ate their feasts. They'll clamor all about the virtue of hard work all while leeching off the back of the working man.

And people just let them. They'd complain and blame the president or anyone else higher for not helping them but in the end they were all too eager to wallow instead of ever actually _doing_ anything.

But could he really say he was any different? Sure he was there with Aunt May when she got up on her soapbox but a part of him always knew it wouldn't lead to the social revolution they both wanted. People were too scared - too _rational_, the pragmatic part of his mind hissed - to put their lives on the line in the hope of some great ideal. Just keep your head down and hopefully someone wouldn't lop it off.

Peter walked through the dirty alleys, face hidden behind his patchwork mask. It was night out, just barely, and the the city's trash was comin' out to play. Thugs shaking down people who couldn't fight back, bums fighting against each other for scraps, little kids stealing food so they could eat another day...it was something he'd gotten far too used to.

He couldn't judge too harshly. When he was a snot nosed kid he did the same thing with Davis Thompson and his cronies. He thought they were his friends so who cared if they smashed open a store's window and stole everything they could in their grubby little hands? They didn't do _him _dirty. He had his friends so as far as he was concerned anyone else could go suck on a lemon.

Then he saw them giving a cut to that bastard King to beat the hell out of him. He called em out, thought maybe they'd explain themselves. They were his _friends_. They had to.

The first hit of a brass knuckle to his gut knocked that stupidity out right quick.

Shaking away the bad memories, Peter trudged through the backstreet that smelled like piss and vomit. He remembered following Yuri to dozens of spots like this. She was fearless - stupid, she called herself. Didn't seem like she was afraid of anything. Someone like her got all the wrong kinds of attention and she just kept on going with that confident smile of hers.

Only time it broke was the last time he saw her.

"Hgh..." He growled and shook away the images of bloody, bullet ridden faces. He'd never killed anyone before his last fight. Gun was there to scare people; mooks started talkin' when they figure they'd get filled fulla daylight. The few times he did fire it the shots weren't instantly fatal. There was a decent enough chance for them to go get themselves patched up, even if it'd cost a pretty penny.

No chance for that now.

He went down the list Urich made. Credit where it was due, for a supposed druggie who had debts a mile wide the guy was a meticulous record keeper. Pages on pages of the people who owed Goblin favors and what they let him get away with. Drug dealers in alleys, union bosses with hands in every workshop in the city, the head of the bureau of narcotics - hell, even the mayor of New York was in his pocket. It was a tangled web with Osborn right at the center.

Mark Johnson was next on the list. A small time politician with delusions of grandeur. In exchange for a few favors from Osborn he promised to look the other way when he burned down buildings with people inside for the insurance. More than that he'd lionize Osborn for being so 'generous' as to rebuild the buildings - at a cheaper cost and gouging out new tentants, of course.

The man of the hour was nice enough to isolate himself. Apparently he had a bit of Marie Antoinette in his blood liked dipping his toes into the peasantry. His favorite was getting his pecker wet with genuine back alley prostitutes. It left him open. And vulnerable. Apart from a couple of bodyguards keeping an eye out the guy literally had his pants down.

Peter rounded the corner and saw him already. Two goons in overcoats and the man of the hour himself leaning back against the alley wall while a woman used her mouth. He felt sick. He didn't judge too much. People did what they had to so they could survive and he didn't care as long as they weren't hurting anyone. Still, that little puritan part of him felt sick. Aunt May raised him with the sanctity of marriage in mind.

Which made him a hypocrite considering Peni but he didn't care.

The two goons for hire finally noticed him, "Hey, back off pal. Ain't no-" He stopped when Peter looked up they all saw the mask. The goons' bodies froze while the lover for hire's eyes widened and she stood, leaving Davis flapping in the breeze. The man of the hour looked like he was gonna piss himself. He scrambled to get his pants back up to cover the worm between his legs and looked like he was gonna bolt right out of there.

It wasn't a surprise. Word traveled fast in the alleys and when some maniac with a mask and a gun went around going after the Goblin's cronies it got all kinds of attention. He didn't kill all of them - hard to have witnesses with everyone dead - but he put enough people in the hospital that the rest were running scared.

Johnson probably thought he was too small time for the new bogeyman to bother with him. He was wrong.

The goons grabbed for their guns but he was faster. Faster than they could shoot, he ran, jumped on the right wall and used it to tackle the closed guard to the ground. Peter grabbed his head and slammed it down hard on the dirt twice.

The next guard aimed and fired. Peter grabbed his wrist and jerked the gun up before the bullet left the chamber. The shot impacted the brick above their heads and he fired off two more futile shots before Peter snapped his elbow and hit him in the face. Nasty wounds on the both of them but they'd live. They were just guards, even if they did work for a bastard. And he needed witnesses.

Johnson wasn't gonna be so lucky.

The fatman fell on his keister and raised a hand up "W-Wait, I can pay-" Peter shot him in his left kneecap. He screamed while the girl - who didn't look much older than 15 or 16 - covered her mouth. He wasn't worried about anyone running to check. Gunshots and screams were normal in this part of town. A smart guy would keep his head down and hope it didn't come back to him.

Peter shot his other kneecap off and crouched down in front of him. Johnson was just crying and curling in on himself now, "Let me ask you something." Peter pressed the barrel of the gun against the older man's cheek, "When you were going on and on about how much Osborn was a man of the people did you even think about those people who died screaming when he set their homes on fire? Or did you just ignore them like everyone else you step on?"

"I-I don't know what you're..."

Peter pulled out the photograph from his pocket and dangled it in front of him, "Look familiar?" He pressed the gun harder, depressing skin and making his tears flop down. Just like his records Urich was meticulous with taking pictures. This one had the would-be senator and Osborn talking with smiles on their faces while there was a burnt husk of an apartment behind them. The charred corpses of a woman holding a child was inside.

It took him a while to figure out why Urich had all the pictures, but Hardy filled him in. It was blackmail in case any of his cronies decided to turn states. And intimidation. Burnt bodies, wiseguys taking a dip in the river, Toomes feeding on his uncle...it was all to scare people. It was to tell them 'if you're ever stupid enough to go against me you'll just be another picture in the collection'.

And Urich was a good little boy. Sure he used it to get some drug money from the Goblin, but for the most part he kept his head down and made sure none of Osborn's crimes made it to the news. A part of him wondered if Yuri was offered the same kind of deal.

"H-H-He made me do it!" Johnson shouted desperately. Peter's sixth sense blared. Liar, "I was just-"

The next bullet went through one cheek and out the other. Peter winced slightly and wiped the blood off his mask, "Ugh..." More and more he was growing numb to making people breath their last. Though, calling any of these greedy sacks people was being generous.

He dropped the custom made envelope to his chest and webbed it down. The guards saw him and they wouldn't be able to keep their mouths shut. Another victim from the Spider. He eyed the woman - _girl_ \- sitting on the dirt, legs trembling with fear. Afraid she'd be next,

Peter rummaged through the toad's pockets and pulled out a roll of bloody, crumpled bills. Must've been hundreds here... "Here." He tossed the entire roll to her, which she caught with some slight fumbling. He wasn't a thief even if he was a killer. Uncle Ben killed in the war, he didn't stop to rummage through people's pockets after he did, "Tell everyone what you saw here. Spread the word."

"Wh-What should I say...?" Her voice was soft. Scared, but also piqued. It was more money than she'd seen in her life.

"Tell them the Spider-Man's coming for every one of the Goblin's cronies."

She nodded and ran away as fast as her legs could carry her. Peter looked back at his handiwork - one cooling corpse and two guards that'd spend the next couple of weeks breathing funny. Nothing serious enough on its own, but this was the eight one in two days. Even someone like Goblin was gonna lose reputation for this. Who respected a so-called big man who couldn't even keep watch on his own streets.

He made it back back home not long after. Mary Jane was there, just like yesterday, "Peter." She smiled softly and gently rocked Peni in her arms. Ever since she found him she came every day and started watching over Peni instead of Mrs. Millburn. She was scared he'd leave, that if she left him alone too long he'd cut and run just like he did all those months ago. He couldn't blame her. He didn't exactly do a lot to make her trust him again.

The stupid, hopeful part of his mind wondered if this was what it would've been like if Yuri wasn't taken too soon. Would she wait at home, smiling and carrying Peni in her arms when he came back from a hard days work at the shelter? No, that was stupid. She didn't let getting pregnant with Peni stop her from doing what she did best and she wasn't gonna give it up to be a housewife to some stupid teenager.

Mary Jane never asked what he did, but she'd already seen the blood before. He assured her that he wasn't going out mugging people for money and she accepted it. Even if she didn't trust him again she knew he wasn't the type to become a common criminal. Some lessons just never went away.

"...Made you some coffee." She gestured to the slightly cold cup of joe on his desk in front of her. Most times he saw here she was sitting on the chair for clients. She didn't have any other choice - there was nowhere else for her to be. Again he was reminded how this wasn't any kind of home for a kid. He slept at his desk, but what happened when Peni grew up? She'd get too big for that crib eventually and he'd be damned if she didn't have a mattress to sleep on.

"Thanks..." He took a tentative sip of the black drink and sighed. It'd been weeks since he had a decent cup. Most days he was lucky if he could more than one meal or some leftovers. Mrs. Millburn at least helped with Peni. Much as she thought he was a bleeding heart she had nothing against Peni. Probably the only reason she let him miss rent so much.

"Two days left." That was another thing she did. She never let up on reminding him of the time limit. He didn't care too much. Just meant he had to get to work faster, "...Are you to be able to finish your new case?"

"...Not sure." Destroying a criminal empire wasn't exactly something you did in just a few days. Shaking his head, he opened up Urich's records and looked at the picture front and center. Osborn the Goblin, Kraven the animal tamer, Chameleon the shapeshifter, Toomes the birdman, and Brock the voodoo practitioner.

Osborn's circus family. The freakshow. They killed all the people who kept them caged and took over. He glared at the picture of the sneering blonde to Osborn's right. He couldn't be sure but he had a guess that he was the big bastard calling himself Venom. Definitely looked big enough to be him. He needed to deal with him as soon as he could. He wouldn't get caught by surprise like last time.

Peni made a slight noise - rare for her - and reached out two hands towards him, "Give her here." Mary Jane did so with a quiet nod and he smiled when he saw her, "Hey, Peni. Sorry I've been so busy." She pawed at the sounds of his mouth then grabbed the sides of his jaw and tugged. It was weak, but Peter laughed under his breath and let her pull him.

She had Yuri's eyes. That was something that always stuck out to him. Every time she looked at him with those big, brown eyes of hers he was reminded of her mother.

"...You should've told us." Mary Jane said. Peter looked up and saw her somber expression, "You told me you were scared, but we wouldn't have abandoned either of you."

"Yeah..." She closed his eyes and held Peni close before pulling back. His sixth-sense was going off again. Not danger, something else, "...I gotta head out for a bit. Hold on."

He handed Peni back to Mary Jane and headed upstairs. His sixth sense's thrumming got worse, "Something's coming." He put his mask back on and opened the door to the empty rooftop. Nothing there, "Huh..." He closed the door behind him and took out his gun. Just because his sixth-sense said it wasn't dangerous didn't mean he could keep his guard down. He didn't get this far being careless.

The thrumming hit a crescendo just when he saw it. A blue, crackling circle ten feet in front of him. Peter raised the gun just as he heard thuds and some..._thing_ stepped out of the glowing sphere.

It was big. That was the first thing that came to mind. Some giant, mechanical monstrosity shaped like a ball with with four, thin limbs in place of arms and legs. It stepped towards him and only managed two more clunky movements before it fell to the ground in a heap, limbs twitching while electricity crackled off the metal frame in waves. Reminded him of something he saw in the Museum of Tomorrow.

Before he could decide whether to shoot it a couple of times just in case metal hissed out smoke and a figure crawled out of a hole in the center, coughing and shaky, "Wh-Where...?" She sounded young. Too young. The smoke cleared and he lowered his gun as a girl who couldn't have looked older than ten stumbled up into a wobbly stand, "Daredevil? What..."

She stopped when she saw him. Their eyes met and the first thing on Peter's mind was just how familiar those brown orbs were.

The second thing was that she was stronger than she looked since she nearly dropped him clear off his feet when she tackled him in a tight hug, "Dad! You're here!" Her hesitation was gone, replaced with a cheer that he'd seen on children getting presents on Christmas, "Wait, does this mean you're not hurt? What-"

Peter grabbed her shoulders and (gently) pushed her off, "I ain't your dad, kid."

"What? Of course you are! Don't be..." she trailed off and, eyes wide, she looked around to where she was, "Oh, wait. This isn't the camp. Does this mean..." She stepped back and chewed on her lower lip, "Oh no, we couldn't stop him! Octavius-"

"What are you talking about? What's going on here?"

"Oh no no no no! That means he's back here too!" She grabbed at her hair and shook her head, "We need to stop him before he does something to make things worse!"

"Slow down. I don't even know who you are. What are you talking about?" And why did she feel so familiar?

"Oh, uh...right. This is gonna be hard to explain, but..." She chewed on her lower lip again before she suddenly looked up at him with a smile, "Well...my name's Peni Parker! It's good to see you again, dad!"

* * *

**Alright, we gotta talk about the ending. My original plan was for Daredevil to be the ally who showed up but then I had reviews commenting they wanted the 10 year old Peni fighting alongside Noir in the vein of Booker and Elizabeth or Joel and Ellie. This was impossible in Peni's segment due to the survival horror feel whereas Noir's segments have Peni be an infant. Neither can interact properly despite it being what people came for.**

**So I took the third option. An older Peni - either the same one from the future segments or another version that went through the same backstory - coming back for a currently unexplained reason. This allows the two to interact, albeit with some slight awkwardness since this Noir still remembers his Peni as a baby rather than a 10 year old gadgeteer. **

**If you guys don't like it then please tell me in the comments/reviews. I'm perfectly willing to change end back to meeting up with Daredevil if people want to keep the segments separate. Thank you :)**


	10. Soft Boiled Detective 5

**Been a while, huh? Sorry for forgetting about the fic. I'll try to keep more consistent updates. Anyway, this chapter is another Peni focused one. More focused on introspection/interaction than moving the plot along, hope that's alright. Her next one will be more plot focused. **

**Judging by the reviews people are all for future Peni teaming up with past Noir. Guess people really wanna see those Booker/Elizabeth interactions and combat scenarios. **

* * *

**February 27, 1945**

Peni spent the next few days at the Black Cat. Unlike before Auntie Felicia made sure she was never alone. Whenever she had to make an appearance at the Black Cat and couldn't keep an eye on her she'd send Lippy to keep watch. She didn't like him. Even if he never did anything to her he was really creepy. Auntie Felicia telling her how nice he was didn't help when he had that cross shaped scar over his mouth or how he always glared at everyone and everything.

Spider didn't like him either.

_**'Annoying.'**_

_'He's just doing what Auntie Felicia told him.' _Peni plopped her head on top of her arms and idly rubbed her right pointer finger on Spider's thorax. So far she was kept out of sight. Back when she was at the shelter Auntie Mary Jane at least let her come down and help out. Here she was stuck in the guest room because they wanted to make sure no one knew that she was staying here.

It was getting...easier to not think about what happened. Spider helped. She still had bad dreams some nights but Auntie Felicia's and Spider's reassurances made it easier to go through it. It wasn't her fault. That man was going to take her - or worse - and all she did was defend herself. He didn't give her a choice.

Her eyes drifted from Spider to Lippy sitting in the corner. He never said anything apart from a nod whenever he showed up to take Auntie Felicia's place. He always just sat in the corner with his eyes glued to a book with some Russian title she couldn't read. She gave up on talking to him. Whenever she tried he'd just grunt or give one word answers that made it obvious he wasn't going to play along.

Peni puffed up her cheeks and ignored Spider grumbling into her mind. As scared as she was about what happened she didn't like just sitting here not doing anything. What if more people went to the shelter looking for her? She didn't want Auntie Mary Jane and Leah in danger because of her.

More than ever she wished her dad was here. He'd know what to do. He always knew what to do. Even when he had to take care of her on his own after mom died he never tripped or wondered. He just did it.

_**'Wrong.'**_

_'I'm not wrong!'_ she shouted back. Spider and her dad didn't get along. Apparently it had to do with how Spider ended up bonding with her. He bit her when she was a baby so as far as she knew he was always there. Dad said that she never got the choice and he always hated Spider for it. Spider hated him for not being able to protect the rest of his group from that Edward Brock guy.

They mostly ignored each other before dad left and if he ever had to talk about her partner he always had her talk to him instead. She hated it. Maybe her dad was right to not like Spider but she couldn't lose him now. It'd be like losing one of her limbs.

Footsteps came from outside. Lippy snapped his book shut just as Auntie Felicia came in carrying two plates of food, "I'll take it from here, Lippy," she said. The scarred man nodded and left without a word. Auntie Felicia still wore the mask even when they were alone. She told Peni that she wore it so much that she couldn't just take it off even though she knew she wasn't scared of her.

"You must be starving." Auntie Felicia set the food down and her stomach gurgled at the smell of the fresh lasagna. Spider clicked his mandibles and wandered off to go find some flies or mosquitos to eat. Good thing they didn't share taste buds.

"Mm-hm." Peni did her best to smile and grabbed the plate eagerly.

They ate quietly for a few minutes before Auntie Felicia asked, "Did you finish that book?"

"Huh? O-Oh, yes." She nodded. Because she was stuck in her room Auntie Felicia decided some books would be enough to keep her from getting too restless. It didn't work but Peni was happy she tried, "Did you...um, did you hear from dad?" she asked back softly.

Her shoulders drooped and Peni already knew it'd be the same from dad, "I'm sorry, dear. I tried but still nothing. Fury and Rogers are stubborn bas-" she stopped herself and Peni frowned. Every time she tried to tell them it was okay to curse around her they just told her it was their decision. She hated it. Even if she made mistakes she didn't want to be treated like a kid.

**_'Agreed.'_**

"How are Auntie Mary Jane and Leah?" Peni asked. It wasn't just that she couldn't leave but no one could visit either. No one really knew that the owner of the Black Cat had anything to do with the shelter. Better that way, Auntie Felicia said. Peni thought it was kind of sad.

"No change. The guys I sent over there say that no one's been sniffing around." The yet hung over the air like an ugly bug. Peni frowned and looked down at her plate. Auntie Felicia reached across the table and held her head, "Cheer up, Peni. Some of my leads are hitting paydirt and you'll be safe soon. Once we find out who did this we're going to make sure he can't do this to anyone again." Kill him, she meant. Just like cursing they tried not to make it obvious when they talked around her.

"I just wish I could do something..." she mumbled, "It's my fault that this is all happening." Because she wanted to help Hiro. Because of that stupid law made by stupid people that said anyone who had different shaped eyes were spies or something. Hiro and his family never hurt anyone. They were good people and now because of where they came from they were treated like they did something wrong. It wasn't fair.

"You're just a kid. You're allowed to make a few mistakes." Peni bit her lower lip to keep from screaming back that she wasn't just a kid, "Either way it already happened and now we'll protect you. That's what family does."

Family...it was the first time she called them that. Her family wasn't normal. Most people had a mom and dad. She had her dad, Auntie Mary Jane, Auntie Felicia, Leah and Spider. No mom, not like the one Leah used to have. Auntie Mary Jane and Auntie Felicia were close but her dad wasn't married to either of them. She always wondered why not. They knew each other for as long as she was alive and both of them were already too old to be married. Auntie Mary Jane liked to joke about how she and Auntie Felicia were both old maids.

"You're quiet. A penny for your thoughts." Peni giggled under her breath at the bad pun. Every since she saw her face Auntie Felicia was a lot more open.

"Why didn't you ever marry dad?" she asked before she could stop herself. Auntie Felicia's eyes widened and Peni blushed, "I-I mean, you always seemed really close and I just thought..." she trailed off. Stupid, stupid, stupid! Why didn't she keep her big trap shut?!

Auntie Felicia blinked and then she laughed softly, "No, it's alright. I guess it's only natural you'd be curious." She drummed her gloved fingers on the table, "When we met it wasn't exactly an ideal time for romance. Your mom was gone taken just a few months ago and I wanted to look for an old...friend of mine. Then we worked together to stop the Goblin. It was all business."

"Then why did you stay?"

"I guess I felt grateful to him. Him and Mary Jane both. The Goblin was a...horrible man and it was only thanks to them both that I managed to get out of his slimy hands. And...maybe I felt sorry for him too."

"For dad? Why?"

"I know it might be hard to believe, dear, but your dad wasn't always so good at being a father. He was running half baked and if Mary Jane didn't find him on her own you two'd still be stuck in his office that's barely better than the streets."

Peni didn't say anything. She wanted to disagree. She also knew that Auntie Felicia wouldn't say that without a reason.

"As you can imagine it wasn't exactly the right time for a relationship. We were all scarred and not in the right mind for any kind of commitment like that. By the time we were in any kind of place to be thinking about wedding vows any kind of spark passed. We still cared about each other, but any thoughts I had about getting a ring and having kids were long gone."

"I...I think you'd be a good mother."

"Sweet of you to think so, but I'm gonna have to disagree. If it helps I...always considered you to be the closest I'd ever get to having a daughter of my own." Peni's eyes widened. Auntie Felicia coughed and quickly took the plates, "I'm gonna get these cleaned up. Go get ready for bed, alright?"

"Okay. Night, Auntie Felicia."

Peni changed into her nightclothes and did the usual routine before tucking into bed with Spider crawling in to lay at her cheek. Sleeping was the only time she was allowed to be alone but even then that wasn't saying much. Auntie Felicia had someone posted outside as soon as the lights were out (she knew cause she caught the guy just looking at the door when she tried to peek out a couple of days ago) and the windows were all locked with the curtains drawn. She felt like Rapunzel locked in her tower.

**_'Trapped.'_**

_'She's just worried. We...We nearly died back then.'_

_**'Hunter. Hunted. We prevailed.'**_

_'It's not that easy. I was...so scared.' _She moved till her head was facing the ceiling. Spider crawled from her cheek till he rested at her forehead. Most people would've been scared to have an arachnid sit on their face. Peni just closed her eyes and rubbed Spider's thorax again, _'I still want to help Hiro but what can we do? He was just one person and he nearly killed us.'_

**_'Unprepared. Unaware. Prepare.'_**

_'Even if we prepare it won't be that easy!' _She breathed out in frustration. As much as she loved Spider he could be really stubborn sometimes, _'Spider...have you ever thought about leaving?'_

**_'No. Bonded. Impossible.'_**

_'But if we weren't would you?'_

**_'No. Packmate. Bond. ...Partner.'_**

She smiled and didn't say anything. If she said the wrong thing he'd go off and sulk in some corner somewhere,_ 'I miss dad,'_ she thought, making sure to block Spider out so she wouldn't ruin his mood. She wondered what he was doing now. He didn't tell her what the scary men wanted him to do. The only thing she knew was that he was sent to Germany to fight those men. The Nazis.

She eventually drifted off into another dream-filled sleep. She always remembered her dreams. Part of the gifts Spider gave her was seeing into the web, to use his words. She didn't know what they were really. Sometimes she dreamed of her dad dressed in different outfits swinging through the air. Most of them were red and blue and he was really chatty. Always making jokes no matter how many people tried to hurt him. Sometimes he still wore black and kept screaming about Madhouses.

Then there were the other dreams. A girl who looked a lot like her with her own Spider inside some kind of machine that looked like magic. Those were the most fun. Like reading one of her dad's The Phantom comic books.

She always woke up feeling inspired. After particularly vivid dreams she'd scramble for a pen and paper and write down blueprints for new gadgets or even just new, incomplete plans for stuff she'd complete on her own. The webshooters took a lot of dreams to get a rough plan on and she had to brainstorm with her dad to get the ones she had. Even now she was planning on how to make them smaller and easily hidden.

Tonight was no different. Peni shot up on her bed (thankfully Spider was safe on top of her hair) and searched for the closest thing she could write down on, "Come on, come on..." She found a few pieces of paper and wrote down excitedly. This one was different. The dream with the other girl showed her leaving the machine and fixing it. The technology inside was insane - impossible - but she had to draw it. Then she'd find a way to make her own.

She was halfway to drawing out the blueprint when she heard the door click behind her,**_ 'Someone coming.'_ **Spider hissed. Peni grabbed for her webshooters when the door opened. Peni aimed both arms when a new voice spoke.

"Hold on. I'm a friend." A red gloved hand was raised up high through the door. The face that came next really made her doubt that. A devil. A mask, obviously, but still a devil. Peni backed up and kept her webshooters aimed right at his face till Auntie Felicia stepped from behind him.

"Calm down, dear. It's okay."

"Wh-Who is he?" She looked between her and the crazy devil man.

"Like I said, I'm a friend. More specifically an old friend of your father Spider-Man." Peni's arms lowered. He knew dad? He had to be telling the truth. No one but Auntie Felicia and Auntie Mary Jane knew about that.

"How do you know dad?'

"Let's just say we worked together before he had to leave." Peni put her arms down. Spider kept chittering his fangs protectively, "Sorry for the horrid look, but it does its job of keeping people away."

"So...why are you here? Did dad call you?" she asked hopefully.

"Sadly not, but I think I may have something else that'll be good news: I rescued Hiro Hamada and his family."

Peni gasped and stood up, nearly knocking Spider off her head as she did, "Wh-Where is he? Can I go see him? We can go right now I just have to-"

"Hold it, little girl. You're not going anywhere," Auntie Felicia cut in, "What Daredevil was about to tell you was that your friend needs some patching up first but after that he can come visit you. Isn't that right?" She looked to Daredevil.

"Sure. That's what I meant?" He gave her a sideways smile.

"Patch up? Is...Is he hurt?" Because of her, she didn't ask.

"Yes, but nothing that won't heal." His voice was calm and soothing. It didn't help the heavy feeling in her gut, "Don't feel bad. I doubt your friend will be happy when he sees you frowning when you meet up again."

"R-Right..." She gulped and forced a smile. It was the first bit of good news she'd heard in days. Once she saw Hiro she'd apologize for everything that happened...after giving him a big hug. She really did miss him.

* * *

**Daredevil introduction. The original plan was for him to sneak into the room and make a first impression but I decided it made more sense if he went through Felicia first rather than being a creeper This does take some oomph out of his introduction but it does allow for more open team-ups in the future.**

**Question:**

**1\. I was wondering if you guys would wanna see another Peni story from me? A year ago I had an idea for a fic where comics Peni (the more cynical, damaged one) and movie Peni (bright, cheerful and more idealistic) were sisters. The plot would be that comics Peni was still the pilot of SP/dr and clearly flagging from the stress but she had to keep up her performance lest Oscorp decide her little sister made a better candidate. Movie Peni is meanwhile oblivious to this and wants to be a mech pilot to help her older sister.**

**No overarching plot so far but the focus is on the relationship between the two sisters. Both do care for one another but comic Peni's trauma and damaged psyche leads her to lash out at her sister's well-meaning actions of trying to also be a pilot despite one of her main motivations being to protect her from that life. **

**Review answers:**

**Dragon Rider 66 - It'll be a bit before we see how she ends up in the past.**

**Yohart Meltz - It wouldn't exactly feel very father-daughter if Noir's 19 and Peni's 14-17. Her being 10 still allows for some pseudo-parental interactions. Also, yeah, hopefully Noir doesn't fall to gravelly single dad disease.**

**Zeke Carmine - Noir doesn't usually attack children, you know...**

**Dr. Sugarcakes - Not sure. Clearly not Back to the Future though since Peni doesn't erase herself from existence by casually revealing her true identity.**

**Hardlight - ...Why did you have to suggest that plot idea? Not doing it but you just know someone out there wants it. **


End file.
